Everything Ends
by Darkelvoriplorellion Tyler
Summary: Traveling is always better with three. But while Donna Noble is fun, sassy, and more than a match for the Doctor, she's the sign that Lilithanadir's time with this Doctor is coming to a close and a reminder that everything good must come to an end. Ninth in the Lilith!verse.
1. Titanic Take Two Part 1

"So," The Doctor said after a moment. "Looks like you'll be running around my timeline at some point."

"Ooh, that'll be fun!" Lilith enthused. "I've always wanted to meet your fourth self."

He laughed. Just as he pressed a button, there was the sound of a ship's horn and a prow came crashing into the console room.

"What? What!"

He picked up a lifesaver that had fallen onto the grating. It said 'Titanic'.

Lilith's eyes widened as they met her father's "Oh, damn."

The Doctor returned to the console and adjusted the controls. The TARDIS walls glowed as she repaired herself, pushing the ship back outside. Lilith pulled a lever and they materialized inside the ship in a closet.

Outside, people in Edwardian dress are enjoying a champagne buffet. A band was playing a slow version of Jingle Bells. Around the room were golden skinned statues of angels. One moves as the Doctor and Lilith walked past. Lilith flinched.

"They're not statues." The Doctor reminded her. "They're automatons."

"I know that." Lilith snapped. "Stupid stone bastards ruined angels for me." She wandered over to a window and looked out. "Ah, Dad?"

He came over and looked out the window too. They were in space.

" _Attention all passengers. The Titanic is now in orbit above Sol Three, also known as Earth. Population: Human. Ladies and gentlemen, welcome to Christmas._ "

Lilith sighed. "I'm going to have to put on a dress, aren't I?"

"If it makes you feel any better, I'll be putting on a bowtie."

They both went back to the TARDIS to change. Lilith put on a knee length TARDIS blue dress and pulled her hair up into a ponytail. The Doctor changed into a black dinner jacket and a bowtie. Lilith had to hold back a laugh at seeing the Tenth Doctor in her linear Doctor's signature accessory.

Back on the Titanic, they walked passed a recording of a bald man with a thin moustache sitting behind a desk. " _Max Capricorn Cruise liners. The fastest, the farthest, the best. And I should know because my name is Max._ " His gold tooth glinted in the light.

The screen returned to the logo, and the lady singer crooned Winter Wonderland.

"Merry Christmas, sir, miss." The Steward said.

"Merry Christmas."

They passed a few couples dancing to the music and the Doctor went up to one of the angels. "Evening. Passenger fifty-seven. Terrible memory. Remind me. You would be?"

"Information: Heavenly Host supplying tourist information." The angel responded.

The Doctor nodded. "Good, so, tell me, because I'm an idiot, where are we from?"

"Information: The Titanic is en route from the planet Sto in the Cassavalian Belt. The purpose of the cruise is to experience primitive cultures."

"Titanic. Who thought of the name?"

"Information: It was chosen as the most famous vessel of the planet Earth."

"Did they tell you why it was famous?" Lilith questioned.

"Information: All designations are chosen by Mister Max Capricorn, president of Max-Max-Max…" The Host twitched and its voice pitch rose. The Steward noticed and hurried over.

"Ooh, bit of a glitch." The Doctor frowned.

"It's all right, sir, we can handle this." The Steward waved over two more officers who switched off the Host before carrying it away. "Software problem, that's all. Leave it with us, sir. Merry Christmas."

Lilith looked to her right and noticed a man walking into a waitress. She went over to help. "You'll be sorry when it comes off your wages, sweetheart." The man said. "Staffed by idiots. No wonder Max Capricorn's going down the drain."

Lilith picked up a few of the pieces of glass. " _Cuidado_. Here we go."

"Thank you, miss." The waitress said. "I can manage."

"Never said you couldn't. I'm Lilith Smith, by the way."

"Astrid, miss. Astrid Peth."

"Nice to meet you, Astrid Peth." Lilith smiled. "Merry Christmas."

Astrid smiled back. "Merry Christmas, Miss Smith."

Lilith made a face. "Oh, none of the 'miss' crap. Just Lilith is fine."

"You enjoying the cruise?" Astrid asked.

"It's fine, all things considered. Not really my scene, though. Too many stuck up wealthy snobs for my liking. But Dad likes a bit of adventure, so here we are."

"You're here with your father?"

"Yep, just the two of us. A friend of our recently left and he got tired of sticking in one place. What about you? You're a long way from home, being from Sto."

Astrid picked up the last of the broken glass and stood. "Doesn't feel that different. I spent three years working at the spaceport diner, travelled all the way here and I'm still waiting on tables."

"No shore leave?"

"We're not allowed." They moved over to the window with a view of the Earth. "They can't afford the insurance. I just wanted to try it, just once. I used to watch the ships heading out to the stars and I always dreamt of— It sounds daft."

"You dream of another sky. New sun, new air, new life. There's a whole universe just teeming with life. Why stand still when so much to see out there?"

"S-so, you travel a lot?"

Lilith grinned. "All the time. Just for fun. Well, that's the plan. Never quite works out the way we plan, though.

"Must be rich."

"We haven't got a penny. Stowaways." She whispered, conspiratorially.

Astrid's eyes widened. "Kidding."

"Honest."

"No."

"Yep."

"How did you get on board?"

"Accident." Lilith shrugged. "We've got this, sort of, ship thing. Dad was just rebuilding her and left the defenses down, the idiot. We bumped into the Titanic and here we are. It's a party, he thought, so why not?"

"I should report you." Astrid said.

"Go on then." Lilith smirked.

The waitress winked. "I'll get you a drink on the house."

Over at another table, the Doctor had joined a couple wearing purple cowboy outfits. She walked over and stood behind his chair. "Uber rich snobs giving you a hard time?" She asked.

"We're not good enough for that lot." The man said. "They think we should be in steerage."

"Well, can't have that, can we?" With his back towards the people, the Doctor aimed his sonic screwdriver at the champagne bottle in the bucket on their table. The cork popped out, spraying their expensive clothes with alcohol.

"Did you do that?" the woman asked.

The Doctor smiled. "Maybe."

"Oh, we like you."

"We do." The man agreed. "I'm Morvin Van Hoff. This is my good woman, Foon." They shook the Doctor's hand.

"Foon. Hello, I'm the Doctor and this is my daughter, Lilith."

"Hello."

"Oh, I'm going to need a doctor, time I've finished with that buffet.  
Foon said. "Have a buffalo wing. They must be enormous, these buffalo. So many wings."

"Actually, buffalo don't—"

The loudspeaker cut off Lilith. " _Attention please. Shore leave tickets Red Six Seven now activated. Red Six Seven_."

"Red Six Seven, that's us. Are you Red Six Seven?"

The Doctor shrugged. "Might as well be."

"Come on, then. We're going to Earth."

A man in a tweed suit was holding up a sign. "Red Six Seven. Red Six Seven. This way, fast as you can."

Astrid came over. "I got you that drink."

Lilith grinned. "And I got you a gift. This way." She pulled the waitress over to stand next to the Doctor. He handed them each a teleport bracelet.

"I'll get the sack." Astrid protested.

Lilith nudged her. "Oh, come on. Brand new sky."

"To repeat," man in tweed announced. "I am Mister Copper, the ship's historian, and I shall be taking you to old London town in the country of UK, ruled over by good King Wenceslas. Now, human beings worship the great god Santa, a creature with fearsome claws, and his wife Mary. And every Christmas Eve, the people of UK go to war with the country of Turkey. They then eat the Turkey people for Christmas dinner like savages."

Lilith had to bite her fist to keep from bursting into laughter.

"Excuse me. Sorry, sorry, but, er, where did you get all this from?" the Doctor asked.

"Well, I have a first class degree in Earthonomics." Mr. Copper said. "Now, stand by."

A little, spikey red alien ran up. "And me! And me! Red Six Seven."

"Well, take a bracelet, please, sir.

The Doctor frowned. "But, er, hold on, hold on. What was your name?"

"Bannakaffalatta." The alien said.

"Okay, Bannakaffalatta. But it's Christmas Eve down there. Late night shopping, tons of people. He's like a talking conker."

"Dad! Rude!" Lilith chided.

"No offence, but you'll cause a riot because the streets are going to be packed with shoppers and parties and—"

Lilith blinked and, next thing she knew, the group was in the middle of a shopping street. An utterly empty shopping street.

"Now, spending money. I have a credit card in Earth currency if you want to buy trinkets, or stockings, or the local delicacy, which is known as beef. But don't stray too far; it could be dangerous. Any day now they start boxing."

Lilith couldn't hold it in anymore and doubled over laughing.

"It should be full. It should be busy." The Doctor protested. "Something's wrong."

"Without a doubt." Lilith agreed. "But that was the freaking best explanation of Christmas I have ever heard! Rassilon, I'm telling that to Nyx and Jamie when they're older."

"It's beautiful." Astrid breathed.

"Really? Do you think so? It's just a street. The pyramids are beautiful, and New Zealand."

Lilith elbowed the Doctor in the side.

"But it's a different planet. I'm standing on a different planet. There's concrete and shops. Alien shops. Real alien shops! Look, no stars in the sky. And it smells. It stinks! Oh, this is amazing." Astrid beamed at Lilith. "Thank you!"

"Anytime, _amiga_. Now what's wrong with London, shall we?"

Next to the newsstand was a billboard for The Examiner, headline - London Deserted. The proprietor had a Union Flag behind him. He was a vaguely familiar looking old man.

"Hello, there. Sorry, obvious question, but where's everybody gone?" the Doctor asked.

"Oh ho, scared!" the man replied.

"Right. Yes. Of course."

Lilith rolled her eyes. "Scared of what?"

The man frowned. "Where've you been living? London at Christmas? Not safe, is it?"

She cocked her head to the side. "Why not?"

"Well, it's them, up above. Look, Christmas before last we had that big bloody spaceship, everyone standing on a roof. And then last year, that Christmas Star electrocuting all over the place, draining the Thames."

' _You_ drained _the_ Thames _?_ '

' _There were Racnoss!_ '

"This place is amazing." Astrid marveled.

"And this year, Lord knows what." The man continued. "So, everybody's scarpered. Gone to the country. All except me and Her Majesty." He pointed at the small TV where a reporter was standing in front of Buckingham Palace.

" _Her Majesty the Queen has confirmed that she'll be staying in Buckingham Palace throughout the festive season to show the people of London, and the world, that there's nothing to fear._ "

"God bless her. We stand vigil."

"Well, between you and me, I think her Majesty's got it right. Far as I know, this year, nothing to worry about." The Doctor said. Then, they were back on the Titanic. "I was in mid-sentence!"

Mr. Copper went around, collecting the bracelets. "Yes, I'm sorry about that. A bit of a problem."

Astrid hid behind the Doctor as a steward came over. "Apologies, ladies and gentlemen, and Bannakaffalatta. We seem to have suffered a slight power fluctuation. If you'd like to return to the festivities. And on behalf of Max Capricorn Cruise liners, free drinks will be provided."

"That was the best." The waitress whispered to Lilith. "The best!" she hugged her and went back to work.

"What sort of power fluctuation?" the Doctor asked the steward.

"Nothing to worry about, sir." The steward said, stiffly and walked off.

Lilith looked up at her father. "Investigation time?"

The Doctor put on his specs and used the sonic screwdriver to unfasten a picture frame and got at the electronics behind it. He changed the image to ship's status. The shields were off-line.

Lilith looked out of the nearby porthole to see three fireballs heading their way. "Meteors? Well, that can't be good."

The Doctor pressed a button on the frame. "Is that the bridge? I need to talk to the Captain. You've got a meteoroid storm coming in west zero by north two."

" _Who is this?_ " the person on the bridge asked.

"Never mind that, your shields are down. Check your scanners, Captain. You've got meteoroids coming in and now shielding."

" _You have no authorization. You will clear the comms at once._ "

"Yeah? Just look starboard!" the Doctor said, stubbornly.

Lilith backed away as two men grabbed the Doctor's arms "If you could come with me, sir."

The Doctor rolled his eyes and Lilith followed when the men started to escort him off deck. "You've got a rock storm heading for this ship and the shields are down." He insisted. He pulled away from the escorts and took the microphone stand from the singer. "Everyone, listen to me! This is an emergency! Get to the lifeb—"

A Host put its hand over the Doctor's mouth. Lilith instinctively reached for her blaster, but she was wearing a dress. It was back in the TARDIS. She ran over and tried to pry the mechanical angel off of the Doctor, but was grabbed by an officer instead. "Let go of me, you dimwitted twit! Look out the windows!"

The two of them were dragged away.

"Sir, I can vouch for them!" Astrid said to the Chief Steward.

"Look, Steward, he's just had a bit too much to drink." Morvin protested.

" _Oxygen membrane holding. Oxygen membrane holding._ " Said a computerized voice that reminded Lilith terribly of Platform One.

 _Sun filter rising. Sun filter rising._

"The shields are down! We are going to get hit!" the Doctor continued to insist.

One of the obnoxious rich men joined the group as they were ushered down a hallway. "Oi! Steward! I'm telling you, the shields are down!"

"Listen to him. Listen to him!"

There was a loud crash and the whole ship shook, throwing everyone to the floor. An explosion sent the Doctor, Lilith, and Astrid flying, and then everything went quiet.

"It's all right, sweetheart." Morvin assured his whimpering wife.

The Doctor shushed him. "It's stopping. Lilith, you all right

"Astrid, you?"

Astrid nodded. "I think so."

"Titanic." Lilith muttered. "Terrible name for a ship. Either that or your suit is _really_ unlucky, Dad."

"Er, everyone. Ladies and gentlemen, Bannakaffalatta. I must apologize on behalf of Max Capricorn Cruise liners. We seem to have had a small collision." The steward said.

"Small?" Morvin scoffed.

"Do you know how much I paid for my ticket?" the rich man demanded.

"If I could have silence, ladies, gentlemen. Please. Quiet! Thank you. I'm sure Max Capricorn Cruise liners will be able to reimburse you for any inconvenience, but first I would point out that we're very much alive."

"Doctor." Astrid waved the Doctor over to where Mr. Copper was sitting. He had a cut on his head.

"She is, after all, a fine, sturdy ship. If you could all stay here while I ascertain the exact nature of the situation." The Chief Steward went to a nearby hatch.

"Don't open it!" Lilith shouted.

But it was too late. The Chief Steward was sucked out into space. Everybody hung on to the nearest fixed object while the Doctor soniced a control panel that was flashing Vacuum Breach. It changed to Oxygen Shield.

" _Oxygen shield stabilized._ "

"Everyone all right?" the Doctor asked. "Lilith?"

"Yeah, fine."

"Astrid? Foon? Morvin? Mister Copper? Bannakaffalatta? You, what was your name?"

"Rickston Slade." The man answered.

"You all right?"

"No thanks to that idiot."

Astrid gaped at him. "The steward just died."

"Then he's a dead idiot."

"All right, calm down." The Doctor said. "Just stay still, all of you. Hold on."

"What happened? How come the shields were down?" Astrid wondered.

"Considering our lives," Lilith grumbled. "I don't think it was an accident."

They looked out of the hatchway and the hole in the side of the ship to the floating debris and bodies. Lilith gritted her teeth. "How many dead?"

The Doctor put a hand on her shoulder. "We're alive. Just focus on that. I will get you out of here, Astrid. I promise. Now, if we can get to Reception, We've got a spaceship tucked away. We can all get on board and—"

"Dad." Lilith said, pointing out the hole.

"What is it? What's wrong?" asked Astrid.

"That's out ship over there." The Doctor sighed. "That little blue box."

She frowned. "That's a spaceship?"

"Oi, don't knock it." He snapped.

"It's a bit small."

"A bit distant. Trouble is, once it's set adrift, it's programmed to lock onto the nearest center of gravity, and that would be the Earth."

Lilith shrugged. "No problem. I'll just go get her and land her in Reception." She messed with her vortex manipulator, and then swore in Gallifreyan.

"What?"

"The damn thing hasn't been reliable since 1969." She growled. "Must've knocked it to hard in that explosion. We're stuck."

The Doctor made a face, and then went over to a communicator. "Deck twenty-two to the bridge. Deck twenty-two to the bridge. Is there anyone there?"

A crackle of static, then, " _This is the bridge._ "

"Oh hello, sailor. Good to hear you. What's the situation up there?" the Doctor asked.

" _We've got air. The oxygen field is holding, but the Captain, he's dead. He did it. I watched while he took down the shields. There was nothing I could do. I tried. I did try._ "

"All right. Just stay calm. Tell me your name. What's your name?"

" _Midshipman Frame._ "

"Nice to meet you, sir. What's the state of the engines?"

" _They're, er, Hold on._ " The midshipman shouted in pain.

The Doctor frowned. "Have you been injured?"

" _I'm all right. Oh, my Vot. They're cycling down._ "

"That's a nuclear storm drive, yes?" the Doctor questioned.

" _Yeah._ "

"The moment they're gone we lose orbit."

Lilith's eyes widened. "Rassilon, _the Earth_."

"If we hit the planet, the nuclear storm explodes and wipes out life on Earth. Midshipman, I need you to fire up the engine containment field and feed it back into the core."

" _This is never going to work._ " The midshipman said.

"Trust me, it'll keep the engines going until I can get to the bridge."

Everyone started talking at once.

"Hey, shut it!" Lilith shouted. They went quiet.

"Okay," the Doctor said. "First things first. One. We are going to climb through this ship. B, no, two, we're going to reach the bridge. Three, or C, we're going to save the Titanic. And, coming in a very low four, or D, or that little IV in brackets they use in footnotes, why. Right then, follow me."

"Hang on a minute. Who put you in charge and who the hell are you anyway?" Slade demanded.

Lilith had to restrain herself from face palming as she saw the Doctor's eyes narrow.

"I'm the Doctor. I'm a Time Lord. I'm from the planet Gallifrey in the constellation of Kasterborous. I'm nine hundred and three years old and I'm the man who's going to save your lives and all six billion people on the planet below. You got a problem with that?"

Slade blinked. "No."

"In that case, allons-y!"


	2. Titanic Take Two Part 2

The Doctor pushed open a bulkhead door. "Careful. Follow me."

"Rather ironic, but this is very much in the spirit of Christmas." Mr. Copper said. "It's a festival of violence. They say that human beings only survive depending on whether they've been good or bad. It's barbaric."

Lilith bit back a laugh and said, "No offense, Mr. Copper. But I _really_ need you to shut up or I'll burst into laughter again."

"Actually, that's not true. Christmas is a time of, of peace and thanksgiving and…" The Doctor stopped talking when Lilith raised her eyebrows at him. "What am I on about? My Christmases are always like this." He found a Host under some metal plates. "We've got a Host. Strength of ten. If we can mend it, we can use it to fix the rubble."

"We can do robotics. Both of us." Morvin said.

Foon nodded. "We work on the milk market back on Sto. It's all robot staff."

"See if you can get it working. Let's have a look." The Doctor lead the rest of them further up.

They came to a pile of rubble. "It's blocked."

"So what do we do?"

"We shift it." Astrid said.

"That's the attitude." The Doctor grinned at Lilith. "You always pick up the best ones. Rickston, Mister Copper, and you, Bannakaffalatta. Look, can I just call you Banna? It's going to save a lot of time."

"No. Bannakaffalatta." The red alien insisted.

"All right then, Bannakaffalatta. There's a gap in the middle. See if you can get through."

"Easy. Good." He squeezed himself through the gap. The ship shook and more debris shifted.

"This whole thing could come crashing down any minute." Slade said.

The Doctor looked at him. "Oh, Rickston, I forgot. Did you get that message?"

Slade frowned. "No. What message?"

"Shut up!"

"Bannakaffalatta made it." Bannakaffalatta announced.

"I'm small enough. I can get through." Astrid said.

" _Cuidado_." Lilith warned.

Astrid smiled at her. "I'm fine."

"Thing is, how are Mister and Mrs. Fatso going to get through that gap?" asked Slade.

Lilith glared at him. "We make the gap bigger, dimwit. I believe you were told to shut up?"

They kept moving bits and pieces out of the way until the space was big enough for Lilith to climb through. "We can clear it from this side. Just tell me if it starts moving." She called down to the rest of the group.

Astrid looked to check on the small red man and frowned. "Bannakaffalatta, what's wrong?"

Bannakaffalatta put his finger to his lips. "Shush."

"What is it?" she asked, making her way over to him. "Are you hurt?"

"Ashamed." He admitted.

"Of what?"

"Poor Bannakaffalatta." He pulled up his shirt to reveal his metal chest with blinking lights.

"You're a cyborg." Astrid breathed.

"Had accident long ago. Secret."

Astrid shook her head. "No, but everything's changed now. Cyborgs are getting equal rights. They passed a law back on Sto. You can even get married."

"Marry you?" Bannakaffalatta asked with a sort of smirk.

Astrid laughed quietly. "Well, you can buy me a drink first. Come on. Let's recharge you. Just stay there for a bit."

"Tell no one."

"I promise."

"What's going on up there?" the Doctor asked.

"Not sure. I think Bannakaffalatta and Astrid just got engaged." Lilith said.

"Almost done!" Lilith heard Morvin shout.

"Good, good, good." The Doctor said. "Mister Frame, how's things?"

" _Doctor, I've got life signs all over the ship but they're going out one by one._ "

The Doctor frowned. "What is it? Are they losing air?"

" _No. One of them said it's the Host. It's something to do with the Host._ "

"It's working!" Morvin yelled.

"Turn it off!" the Doctor shouted. There was a struggled on the other side of the wall of debris. Lilith's hands clenched into fists, she couldn't help the Doctor from where she was. "Rickston, get them through!"

"No chance." Slade pushed himself through the gap.

Lilith helped him to his feet. "If I had my blaster, you'd be a dead man, Slade." She growled. "Dad, what's going on?"

"It's the Host! They've gone berserk!" the Doctor shouted.

Foon tried to get through next, but couldn't make it all the way. "Now I'm stuck!" she cried.

"Come on, you can do it!" Astrid coaxed while she and Lilith tried to pull the woman the rest of the way through.

Mr. Copper levered the debris up with a metal bar and Foon made it through. "Rickston, vot damn it, help me."

"No way." Slade refused. Lilith restrained from wrapping her hands around the snob's neck.

"Morvin, get through!"

Lilith could hear the Host's mechanical voice chanting, "Kill, kill, kill, kill."

"Doctor, he's stuck!"

The Doctor shoved Morvin through the hole. "Information override!" he shouted at the Host. "You will tell me the point of origin of your command structure!"

"Dad! Get your skinny ass over here!" Lilith yelled.

"Information: Deck thirty-one."

"Thank you." The Doctor launched himself through the gap. "Let go!"

Mr. Copper let the bar go and the debris smashed down on the Host's head. The group continued down the debris filled hall until they came across another computer station. A trolley of sandwiches was nearby.

"Morvin, look. Food." Foon said.

Slade rolled his eyes. "Oh great. Someone's happy."

"Don't have any then." Morvin snapped.

Astrid handed Lilith a plate of food. They sat. "So if he's a Time King from Gaddabee, what are you?"

Lilith grinned. "I guess that would make me a Time Princess. Not as impressive, but I've got a good hundred and twenty five years to my name."

"Look good for it."

"I moisturize." She laughed. "You should see me in the mornings."

"Okay." Astrid smiled.

Lilith choked on a bit of sandwich and blushed as the Doctor sat down next to them. "M-must be past midnight, Earth time. Christmas Day."

"So it is." He squeezed her hand. "Merry Christmas."

"This Christmas thing, what's it all about?" Astrid questioned.

"Long story." The Doctor said. "I should know, I was there. I got the last room."

"But if the planet's waking up, can't we signal them?" Mr. Copper asked. "They could send up a rocket or something."

Lilith frowned. "It's 2008, Earth doesn't officially know about life on other planets, let alone have spaceships."

"No, I read about it. They have shuffles. Space shuffles."

"Mr. Copper, _please_."

"This degree in Earthonomics, where's it from?" the Doctor asked.

Mr. Copper sighed and sat down. "Honestly? Mrs. Golightly's Happy Travelling University and Dry Cleaners."

"You, you lied to the company to get the job?" Astrid gasped.

"I wasted my life on Sto. I was a travelling salesman, always on the road, and I reached retirement with nothing to show for it. Not even a home. And Earth sounded so exotic."

"Hmm. I suppose it is, yeah." The Doctor agreed.

Astrid looked at him. "How come you two know it so well?"

"I was sort of, a few years ago, we were sort of made, well, sort of homeless, and, er, there was the Earth."

"My best friend lives down there." Lilith said, quietly.

"The thing is, if we survive this, there'll be police and all sorts of investigations. Now the minimum penalty for space lane fraud is ten years in jail. I'm an old man. I won't survive ten years."

Something started banging on the door.

"A Host!" the Doctor yelled. "Move! Come on!"

The Doctor led them through the next bulkhead to catwalk and a narrow fallen beam forming walkway across a massive empty space in the middle of the ship.

"Is that the only way across?" Slade asked.

"Look at it this way," Lilith said. "It is a way across."

"The engines are open."

"Nuclear storm drive. As soon as it stops, the Titanic falls."

"But that thing, it'll never take our weight." Morvin protested.

"You're going last, mate." Slade said.

"It's nitrofin metal. It's stronger than it looks." The Doctor assured him.

"All the same, Rickston's right. Me and Foon should—" Morvin stepped forward and the metal under his foot gave way. He fell towards the engine furnace.

"I told you. I told you!" Slade shouted.

Lilith punched him in the nose. "Shut up, you hear me? Shut up!"

"Bring him back!" Foon cried. "Can't you bring him back? Bring him back, Doctor!"

"I can't. I'm sorry, I can't. I'm sorry, I'm so sorry."

"Doctor, I rather think that those things have got our scent." Mr. Copper said.

"I'm not waiting." Slade stepped out onto the beam. The ship shook and Slade fell onto the beam. "Oh, Vot help me."

The Host's voice permeated through the closed door. "Kill. Kill. Kill."

"They're getting nearer."

The Doctor soniced the doors closed. "Seal us in."

"You're leaving us trapped, wouldn't you say?" Mr. Copper protested.

"Never say trapped, just inconveniently circumstanced."

Slade made it to the other side. "Yes. Oh. yes! Who's good!"

"Bannakaffalatta, Lilith, you go next."

Bannakaffalatta nodded. "Bannakaffalatta small."

Lilith eyed the beam wearily. "What I wouldn't give for my old hover shoes." She muttered.

"Slowly!" The Doctor warned them. The Host were hammering on the bulkhead door.

Lilith dimly heard the Doctor order Astrid across as she worked her way forward. Astrid tried to argue, but she could feel it when the other woman stepped out onto the beam.

"Doctor? The door's locked!" Slade shouted. "Doctor, I can't open the door. We need the whirling key thing of yours!"

"I can't leave her."

"She'll get us all killed if we can't get out."

The Doctor followed the others across the rickety bridge. It started to creak. "Too many people!" Bannakaffalatta protested.

"Oi! Don't get spiky with me. Keep going."

Bannakaffalatta got across the weakest bit in the middle, followed by Lilith, then Astrid. "It's going to fall."

"It's just settling. Keep going."

Then, the Host went quiet. "They've stopped."

"Gone away?" Bannakaffalatta guessed.

"Why would they give up?" the Doctor wondered. "Where have they gone? Where are the Host?"

"I'm afraid we've forgotten the traditions of Christmas." Mr. Copper said, shakily. "That angels have wings!"

Host glided down and surrounded them. "Information: Kill." They removed their haloes.

"Arm yourself, all of you!" the Doctor ordered.

Everyone on the bridge grabbed a bit of pipe and used it as a bat to send the haloes flying, but one cut the Doctor's arm and another injured Copper's side.

"Dad! Mr. Copper!" Lilith shouted.

Bannakaffalatta threw down his pipe. "Bannakaffalatta stop. Bannakaffalatta proud. Bannakaffalatta cyborg!" He lifted his shirt and sent out an energy pulse. It short-circuited the Host, sending them plummeting down into the engine core, except one that landed on the catwalk behind the Doctor.

"Electromagnetic pulse took out the robotics. Oh, Bannakaffalatta, that was brilliant!" the Doctor crowed.

Bannakaffalatta collapsed. Lilith and Astrid went to his side. "He's used all his power."

"Did good?" he asked.

"You saved our lives." Astrid said.

"Bannakaffalatta happy."

"We can recharge you. Get you to a power point and just plug you in."

"Too late."

"No, but you got to get me that drink, remember?"

"Pretty girl." Bannakaffalatta whispered, and then died. Astrid started to fasten his shirt, but Mr. Copper reached for a component.

"I'm sorry. Forgive me."

"Leave him alone." Astrid whimpered

Lilith put her hand on Astrid's shoulder. "It's just the EMP transmitter. He'd want us to use it."

"I used to sell these things." Mr. Copper said. "They'd always give me a bed for the night in the cyborg caravans. They're good people. But if we can recharge it, we can use it as a weapon against the rest of the Host. Bannakaffalatta might have saved us all."

"Do you think? Try telling him that." Slade pointed to the Host that had landed behind the Doctor.

"Information: Reboot."

"Use the EMP!"

"It's dead. It's dead."

"No, no, no. Hold on!" The Doctor yelled. "Override loophole! Security protocol ten! Six, six, six! Er, twenty-one, four, five, six, seven, eight! I don't know, forty two?"

"One!" Lilith shouted.

The Host froze. "Information: State request."

"Right." She said, taking a breath. "You've been ordered to kill the survivors, why?"

"Information: No witnesses."

"But this ship's going to fall on the Earth and kill everyone. The human race has nothing to do with the Titanic, so that contradicts your orders, right?"

"Information: Incorrect."

"But why do you want to destroy the Earth?"

"Information: It is the plan."

"What plan?" Lilith demanded.

"Information: Protocol grants you only three questions. These three questions have been used."

"Well, you could have warned me." She muttered.

"Information: Now you will die." As the Host raised its halo, it was lassoed from behind.

"You're coming with me!" Foon yelled, jumping over the side and dragging the Host after her.

"No!" the Doctor shouted. "No more." He growled, sonicing the door open and kicking away some debris. "Right. Get yourself up to Reception One. Once you're there, Mister Copper, you've got staff access to the computer. Try to find a way of transmitting an SOS. Astrid, you're in charge of this." He gave her the EMP transmitter. "Once it's powered up, it'll take out a Host within fifty yards but then it needs sixty seconds to recharge. Got it? Rickston, take this." The sonic screwdriver. "I've preset it. Just hold down that button, it'll open doors. Do not lose it! You got that? Now go and open the next door. Go on, go!"

"All right!" Slade ran.

The Doctor handed a first aid kit to Mr. Copper. "Mr. Copper, you're going to need this. I need you fighting fit. Astrid, where's the power points?"

"Under the comms." She answered. They plugged in the EMP transmitter.

"See, when it's ready, that blue light comes on there."

"You're talking as if you're not coming with us."

"There's something down on deck thirty one. Lilith and I are going to find out what it is."

"What if you meet a Host?" Astrid asked, worriedly.

Lilith shrugged. "Well, then we'll just have some fun."

"Sounds like you do this kind of thing all the time."

"Not by choice." The Doctor said. "All we do is travel. That's what we are, just travellers. Imagine it. No tax, no bills, no boss. Just the open sky."

"I'm sort of unemployed now. I was thinking the blue box is kind of small, but I could squeeze in it, like a stowaway."

"It's not always safe." Lilith warned

"You two are reckless, you need someone to take care of you. I've got no one back on Sto. No family, just me. So what do you think? Can I come with you?"

Lilith looked at her father, who nodded, then back at Astrid with a smile. "Yeah, I'd like that. Yes."

The ship shook. The Doctor shot up and grabbed the comm. "Mister Frame, you still with us?"

" _It's the engines, sir. Final phase. There's nothing more I can do. We've got only eight minutes left._ "

"Eight minutes to save the world. Lovely." Lilith muttered.

"Don't worry, I'll get there." The Doctor assured him.

" _But the bridge is sealed off._ "

"Yeah, yeah, working on it. I'll get there, Mister Frame, somehow. All charged up? Mister Copper, look after her. Astrid, look after him. Rickston, er, look after yourself."

"I'll see you again." Lilith promised Astrid.

"Hold on! There's an old tradition on Planet Sto."

The Doctor was bouncing on his toes. "Lilith, we have really got to go."

"Just wait a minute." Astrid leaned in and lightly kissed Lilith.

Lilith blushed and rubbed the back on her neck, embarrassedly. "Yeah, that's a, ah, very old tradition, yeah."

"See you later."

She nodded vigorously. "Oh, totally!"

Lilith and the Doctor ran back across the bridge while the others carried on upwards. "Really, Lilith?" the Doctor asked.

"Shut up." She mumbled, still blushing.

They made it to the kitchens before running into four Host. The Doctor grabbed a large pan for a weapon. "Wait, wait, wait, wait, wait. Security protocol one. Do you hear me? One. One! Okay, that gives me three questions. Three questions to save my life, am I right?"

"Information: Correct." The Host said.

"No, that wasn't one of them. I didn't mean it. That's not fair." The Doctor complained. "Can I start again?"

"Information: No."

"Dad!"

"No! No, no, no, no. That wasn't a question either. Blimey. One question left. One question. So, you've been given orders to kill the survivors but survivors must therefore be passengers or staff, but not us. We're not passengers. We're not staff. Go on. Scan us. You must have bio-records. No such people on board. We don't exist; therefore you can't kill us. Therefore, we're stowaways, and stowaways should be arrested and taken to the nearest figure of authority. And I reckon the nearest figure of authority is on deck thirty-one. Final question. Am I right?"

"Information: Correct."

"Brilliant." The Doctor grinned. "Take me to your leader. I've always wanted to say that."

Lilith groaned. If they survived, he was so dead.


	3. Titanic Take Two Part 3

The Host led the two Gallifreyans down to deck thirty-one. Lilith kept her eyes fixed ahead and her jaw clenched shut. The Doctor looked around. "Wow. Now that is what you call a fixer upper. Come on then, Host with the most, this ultimate authority of yours. Who is it?"

A Host opened a pair of doors.

"Oh, that's clever. That's an omnistate impact chamber. Indestructible. You can survive anything in there. Sit through a supernova. Or a shipwreck. Only one person can have the power and the money to hide themselves on board like this and I should know, because—"

A large device with small wheels rolled out. There was a head attached to the machinery. "My name is Max." His gold tooth glinted.

Lilith frowned. "It really does that."

"Who the hell is this?"

The Doctor stood up straight. "I'm the Doctor and this is Lilith. Hello."

"Information: Stowaways." One of the Host said.

"Well."

"Kill him." Max ordered.

"Oh, no, no, no. Wait, but you can't. Not now. Come on, Max. You've given me so much good material like, how to get ahead in business." The Doctor grinned. "See? Head? Head in business? No?"

Lilith groaned. "Dad, don't."

"Oh, ho, ho, the office joker. I like a funny man. No one's been funny with me for years." Max said.

The Doctor rubbed the back of his neck. "I can't think why."

"A hundred and seventy six years of running the company have taken their toll."

"Yeah but, nice wheels." He nodded to the machinery.

"No, a life support system, in a society that despises cyborgs. I've had to hide away for years, running the company by hologram." The head spat. "Host, situation report."

"Information: Titanic is still in orbit."

"We should have crashed by now. What's gone wrong? The engines are still running! They should have stopped!"

"When they do, the Earth'll be toast. I don't understand. What's the Earth got to do with it?" Lilith demanded.

"This interview is terminated." Max turned around and started to roll away.

"No. No, no, no, no, no. Hold on, hold on, hold on." The Doctor ran in front of him. "Wait, wait, wait, wait, wait. I can work it out. It's like a task. I'm your apprentice. Just watch me. So, business is failing and you wreck the ship so that makes things even worse. Oh, yes! No. Yes. The business isn't failing, it's failed. Past tense."

"My own board voted me out. Stabbed me in the back."

"If you had a back." Lilith muttered.

The Doctor shot her a look. "So, you scupper the ship, wipe out any survivors just in case anyone's rumbled you and the board find their shares halved in value. Oh, but that's not enough. No. Because if a Max Capricorn ship hits the Earth, it destroys an entire planet. Outrage back home. Scandal! The business is wiped out."

"And the whole board thrown in jail for mass murder."

"While you sit there, safe inside the impact chamber." The Doctor finished.

"I have men waiting to retrieve me from the ruins and enough off-world accounts to retire me to the beaches of Penhaxico Two, where the ladies, so I'm told, are very fond of metal."

"That's disgusting." Lilith hissed. "Two thousand people on this ship, six billion underneath us, all of them slaughtered, and why? Because Max Capricorn is a freaking loser."

"I never lose." Max growled.

"Oh, please. You can't even sink the Titanic." She sneered.

"Oh, but I can, Miss Smith. I can cancel the engines from here."

"You can't do this!" the Doctor insisted.

"Host, hold them." Two Host grabbed the Doctor's arms and two grabbed Lilith's. "Not so clever now, Doctor. A shame we couldn't work together. You're rather good. All that banter yet not a word wasted. Time for me to retire. The Titanic is falling. The sky will burn. Let the Christmas inferno commence! Oh. Oh, Host. Kill them."

"Mister Capricorn!" Astrid shouted from a forklift. "I resign." She drove towards Capricorn.

"Astrid, don't!" Lilith yelled, struggling against the robot's hold.

She got the forks under Capricorn's life support and the two machines battled each other. A Host threw its halo, which glanced off Astrid's cab.

"He's cut the brake line!"

Astrid and Lilith looked at each other before the former lifted Capricorn completely off the ground and powered them both forward through the guard rail, to fall into the engines.

"Astrid!" Lilith screamed. The Host released them, but the Doctor held Lilith back from running to the edge to watch Astrid fall. She struggled against he grip, but he held her fast.

" _Titanic falling. Voyage terminated. Voyage terminated_."

"Lilith, we need to get to the bridge." The Doctor said in her ear. Lilith shook herself and messed with her vortex manipulator.

"I-It should've powered up enough for a short jump." She put the Doctor's hand on the tech and pressed the button.

"Ah, Midshipman Frame. At last." The Doctor clapped his hands when they appeared on the bridge.

"Er, but, but the Host…" the midshipman stammered.

"Controller dead, they divert to the next highest authority, and that's him." Lilith said, dully, jabbing her thumb at the Doctor at the ship's controls.

"There's nothing we can do. There's no power. The ship's going to fall."

The computer was no help. " _Titanic falling._ "

"What's your first name?" the Doctor asked.

"Alonso."

Lilith groaned.

The Doctor stared at him. "You're kidding me."

"What?"

"That's something else I've always wanted to say. Allons-y, Alonso!" The Doctor spun the ship's wheel. Alarms sounded as they entered the upper atmosphere, and then stared to burn on entry. Once into the cloud layer, the Doctor turned on a scanner with his foot to see that their impact area was in west Central London.

He grabbed the comms. "Oh. Hello, yes. Could you get me Buckingham Palace? Listen to me. Security code seven, seven, one. Now get out of there!"

" _Engines active. Engines active._ " The Doctor pulled back on the wheel, trying to get the ship's nose up. Lilith had a feeling that they only missed the palace by mere feet.

When the ship evened out, they all whooped with joy, Lilith gently hugging Alonso, mindful of the wound on his chest. "You used the heat of re-entry to fire up the secondary storm drive!"

The Doctor beamed. "Unsinkable, that's me!"

"We made it." Alonso said.

"Not all of us." Lilith sighed, closing her eyes. The Doctor squeezed her hand. Her vortex manipulator beeped and her eyes snapped open. "Teleport! She was wearing a teleport bracelet!"

She raced to Reception and snatched the sonic from Slade. "Mr. Copper, the teleports, have they got emergency settings?" Lilith demanded.

"I don't know. They should have."

"She fell, Mr. Copper. She fell. What's the emergency code?"

"Er, let me see."

"What the hell are you doing?" Alonso asked.

Lilith fixed the setting on the sonic screwdriver. "We can bring her back." She buzzed the sonic at the teleports, trying desperately to fix the machinery.

"If a passenger has an accident on shore leave and they're still wearing their teleport, their molecules are automatically suspended and held in stasis." Mr. Copper explained. "So of we can just trigger the shift."

"There!"

An image of Astrid appeared. "I'm falling."

"Only halfway there." Lilith muttered. "Come on."

"I keep falling."

"Feed back the molecule grid. Boost it with the restoration matrix. No, no, no, no, no!" she shouted when something sparked. "Need more phase containment."

"Lilith." The Doctor said, gently.

"No! If I can just link up the surface suspension."

"Lilith, she's gone."

"I just need to override the safety. I can do this. I can do it."

"Lilith, let her go."

She spun on him, eyes blazing and wet. "Help me! You're the Doctor, you can do anything!"

"Stop me falling." Astrid's voice whispered.

The Doctor put his hand on Lilith's shoulder. "There's not enough left. The system was too badly damaged. She's just atoms, Lilith. An echo with the ghost of consciousness. She's stardust."

"Astrid Peth, citizen of Sto." Lilith breathed, approaching the image. "The woman who looked at the stars and dreamt of travelling. There's an old tradition." She kissed Astrid. "Now you can travel forever."

She pointed sonic screwdriver at a window, which opened. Astrid dissolved into specks of light. "You're not falling, Astrid, you're flying."

She fell into the Doctor's open arms, crying.

Half an hour later, Lilith was reduced to staring out the window while the Doctor talked to Mr. Copper. "The engines have stabilized. We're holding steady till we get help, and I've sent the SOS." Alonso told them. "A rescue ship should be here within twenty minutes. And they're digging out the records on Max Capricorn. It should be quite a story."

"They'll want to talk to all of us, I suppose." Mr. Copper said.

"I'd have thought so, yeah."

"I think one or two inconvenient truths might come to light. Still, it's my own fault, and ten years in jail is better than dying."

Slade went up to the Doctor. "Doctor, I never said thank you. The funny thing is, I said Max Capricorn was falling apart. Just before the crash, I sold all my shares, transferred them to his rivals. It's made me rich. What do you think of that?"

The Doctor had to physically hold Lilith back from lunging at the man to wrap her hands around his throat. "Just let me sock him in the face, _please Dad._ "

"Of all the people to survive, he's not the one you would have chosen, is he?" Mr. Copper sighed. "But if you could choose, if you decide who lives and who dies, that would make you a monster."

The Doctor handed Lilith and teleport bracelet and put one on himself. "Mister Copper, I think you deserve one of these."

Alonso saluted just before they disappeared and reappeared a few yards from the TARDIS. It was snowing.

"So, Great Britain is part of Europey, and just across the British Channel, you've got Great France and Great Germany." Mr. Copper said.

"No, no, it's just, it's just France and Germany. Only Britain is Great." The Doctor corrected him.

"Oh, and they're all at war with the continent of Ham Erica."

Lilith giggled.

"No. Well, not yet. Er, could argue that one. There she is. Survive anything."

"You know, between you and me, I don't even thing this snow is real. I think it's the ballast from the Titanic's salvage entering the atmosphere."

"Ash from the Sycoraxic ship, Christmas 2006." Lilith said.

The Doctor shrugged. "Yeah. One of these days it might snow for real."

"So, I, I suppose you'll be off."

Lilith nodded. "The open sky."

"And what about me?" Mr. Copper asked.

"We travel alone. It's best that way." The Doctor put his arm around Lilith; she leaned into him.

"What am I supposed to do?"

The Doctor held out his hand. "Give me that credit card."

"It's just petty cash. Spending money." The old man said, dismissively. "It's all done by computer. I didn't really know the currency, so I thought a million might cover it."

Lilith's jaw dropped. "A million? Pounds?"

"That enough for trinkets?"

"Mister Copper, a million pounds is worth fifty million credits."

He blinked. "How much?"

"Fifty million and fifty six credits." She reiterated.

Mr. Copper lit up. "I've got money."

"Yes, you have." The Doctor said.

"Oh, my word. Oh, my Vot! Oh, my goodness me. Yee ha!"

"It's all yours. Planet Earth. Now, that's a retirement plan. But just you be careful, though."

"I will, I will. Oh, I will." He assured him.

"No interfering. I don't want any trouble. Just, just have a nice life."

"But I can have a house. A proper house, with a garden, and a door, and. Oh, Doctor, I will make you proud. And I can have a kitchen with chairs, and windows, and plates, and…" Mr. Copper almost literally skipped away.

"Er, where are you going?" the Doctor asked.

He laughed. "Well, I've no idea."

"No," the Doctor looked down at Lilith. "Me neither."

She smiled at him. "Merry Christmas."

"Merry Christmas."

Lilith threw open the door and ran over to the console. "Hey, Dad!" She grinned and pulled the dematerialization lever. "Allons-y!"


	4. The Fat Just Walks Away Part 1

"Do you have something against front doors?" Lilith asked as the Doctor soniced the read fire escape open. "We have the psychic paper and we're still sneaking in."

"Focus, Lilith." The Doctor said. "We need to figure out what's going on here.

"Right." She sighed.

They made their way to the projection room where they were running a video about the science of the Adipose pill.

That's what they were there investigating. Adipose Industries. The new diet pill that worked miracles. The Doctor didn't believe in miracles and Lilith didn't trust the magic diet pill one bit.

So there they were, investigating. It was Lilith's first time leaving the TARDIS after a month of self-imposed solitude. In truth, she was hoping for something a bit more thrilling than just checking out a conspiracy theory, but she'd make do.

The Doctor watched the film through the window in the wall. The man there opened his mouth to protest, but Lilith held up the psychic paper. "Health and Safety, film department."

It didn't make much sense, but he accepted it and left them to their own devices.

Once the video ended, they went to the call center. The Doctor sat next to a young woman on the phone. "John Smith, Health and Safety. Don't mind me." He whispered to her.

Lilith studied the necklace that was given away. The charm was a gold plated adipose pill.

"It's made of eighteen carat gold, and it's yours for free." The woman said over the phone. "No, we don't give away pens, sorry. No, I can't make an exception, no." When she got off the phone, she turned to the Doctor. "How can I help you?"

"Can you just print us off you customer list?" the Doctor requested.

"Of course, I'll send it to the printer." She said.

The Doctor stood. "That's the printer there?"

"By the plant, yeah."

"Brilliant. Has it got paper?"

The owner of the industry, Miss Foster, walked in. "Excuse me, everyone, if I could have your attention." All the workers stood, but Lilith and the Doctor stayed out of the woman's sight. "On average, you're each selling forty Adipose packs per day. It's not enough. I want one hundred sales per person per day. And if not, you'll be replaced. Because if anyone's good in trimming the fat, it's me. Now. Back to it."

Miss Foster left and the workers sat down again.

"Anyway, if you could print that off. Thanks."

The young woman typed something on the computer, then clicked a button and handed the Doctor a piece of paper.

"Thanks, then. Oh, what's that?" he asked.

"My telephone number." The young woman said with a smile.

"What for?"

"Health and Safety. You be health, I'll be safety."

"Sorry," Lilith said, stiffly. "But that contravenes paragraph five, subsection C. We'll be on our way now."

The two of them went over to the printer, but the copies weren't there. The Doctor went back to the cubicle. "Me again."

Lilith rolled her eyes.

The Doctor knocked on the door to the fourth name on the list. A man answered. "Mister Roger Davey? We're calling on behalf of Adipose Industries." He held up the psychic paper. "Just need to ask you a few questions."

"Of course, come in."

They followed Roger into the house. "I've been on the pills for two weeks now. I've lost fourteen kilos."

"That's the same amount every day?" Lilith asked.

"One kilo exactly." Roger confirmed. "You wake up, and it's disappeared overnight. Well, technically speaking, it's gone by ten past one in the morning."

"What makes you say that?"

"That's when I get woken up. Might as well weigh myself at the same time. It is driving me mad. Ten minutes past one, every night, bang on the dot without fail, the burglar alarm goes off. I've had experts in, I've had it replaced, I've even phoned Watchdog. But no, ten past one in the morning, off it goes."

"But with no burglars?"

"Nothing. I've given up looking."

"Tell me, Roger," the Doctor said. "Have you got a cat flap?"

The man nodded towards the door. "It was here when I bought the house. I've never bothered with it, really. I'm not a cat person."

"No, I've met cat people." Lilith smirked at the Doctor. "You're nothing like them."

Roger frowned. "It's that what it is, though? Cats getting inside the house?"

"Well, thing about cat flaps is, they don't just let things in, they let things out as well."

"Like what?"

"The fat just walks away." The Doctor murmured.

"Well, thanks for your help." Lilith said, clapping her hands. "Tell you what, maybe you could lay off the pills for a week or so."

The Doctor's three lobed gadget beeped. "Oh. Got to go. Sorry." He ran off.

Lilith grimaced. "Sorry about him. Have a nice night." She ran after him.

They had to stop a few times when the machine started to malfunction, but the Doctor insisted it was fine after hitting it a few times and they kept following the signal. They nearly got run over by a van and the beeping went wild. "Follow it!" the Doctor shouted. The beeping slowed, and then stopped as they lost the van.

Lilith kicked the ground and swore in Gallifreyan. They trudged back to the TARDIS.

The Doctor went over to the console and examined the pendant through a magnifying glass. "Oh, fascinating. Seems to be a bio-flip digital stitch, specifically for…" he trailed off, realizing that Lilith had fallen asleep on the jump seat. "Fair do, you haven't slept in a week.

After hiding in a storage closet for the majority of the day. Once Adipose Industries closed, they made their way up to the roof and got in the window cleaner's cradle. The Doctor lowered them to Miss Foster's office window, ducking when she entered with one of the reporters.

He took out a stethoscope to listen to the conversation inside. Lilith watched Miss Foster take out a small white creature and put it on the desk. Out of the corner of her eye, she was a ginger woman looking through the door, mouthing furiously at someone.

That someone was apparently the Doctor, who was mouthing back.

"Um, Dad?" Lilith elbowed him and pointed to Miss Foster who was watching them. "I think she noticed."

"Are we interrupting you?"

'Run!' the Doctor mouthed to the woman behind the door. He raised the sonic and the cradle rose back to the roof. They ran down the stairwell and Lilith found herself face to face with the other ginger.

The Doctor hugged her. "Donna!"

"Oh, my God. I don't believe it. You've even got the same suit! Don't you ever change?"

Lilith snorted. "It's either this or blue. I'm Lilith, by the way, his daughter."

"This is your kid?"

"You mentioned me?"

"Yeah, thanks, Donna. Not right now." The guards were a few floors below them. "Just like old times!" the Doctor grinned and they raced back up the stairs.

"Because I thought, how do you find the Doctor?" Donna was explaining. "And then I just thought, look for trouble and then he'll turn up."

"Sounds pretty accurate to me." Lilith said.

"So I looked everywhere. You name it. UFOs, sightings, crop circles, sea monsters. I looked, I found them all. Like that stuff about the bees disappearing, I thought, I bet he's connected. Because the thing is, Doctor, I believe it all now. You opened my eyes. All those amazing things out there, I believe them all. Well, apart from that replica of the Titanic flying over Buckingham Palace on Christmas Day. I mean, that's got to be a hoax."

Lilith shook her head. "Nope. We were on it."

"What do you mean, the bees are disappearing?" the Doctor questioned.

"I don't know. That's what it says on the Internet. Well, on the same site, there was all these conspiracy theories about Adipose Industries and I thought, let's take a look."

The Doctor soniced the cradle controls as he and Lilith got in. "In you get!"

Donna stared at him. "What, in that thing?"

"Yes, in that thing."

"But if we go down in that, they'll just call us back up again." She protested.

"No, no, no, because I've locked the controls with a sonic cage. I'm the only one that can control it. Not unless she's got a sonic device of her own, which is very unlikely."

Donna got in and the cradle started to go down. Suddenly, the cradle dropped. Lilith swore loudly in Gallifreyan. The Doctor managed to sonic the controls to a stop. "Hold on. Hold on. We can get in through the window." He tried to sonically cut through the glass. "Can't get it open!"

"Deadlocked." Lilith hissed.

"Well, smash it then!" Donna found a wrench and started hitting the glass, which did nothing. "She's cutting the cable!"

The cable snapped, tipping Donna out. The Doctor and Lilith managed to hang on. "Donna!"

Donna was dangling from the end of the cable. "Doctor!"

"Hold on!"

"I am!"

Lilith saw Miss Foster's hand reach over the side of the building with a sonic pen. She gripped the cable tighter and drew her blaster. She aimed and shot the pen out of the woman's hand.

The pen fell through the air and Lilith caught it and stuffed it into her pocket. The Doctor climbed up higher and opened a window. "I won't be a minute." He said, slipping inside.

"Dad!" Lilith called, climbing through after him.

The two of them sprinted to Miss Foster's office where Donna's legs were visible through the window.

"Is anyone going to tell me what's going on?" demanded a woman tied to a chair.

"What are you, a journalist?" Lilith asked.

"Yes."

"Well, make it up, then."

The Doctor unlocked the window and grabbed Donna's legs. "I've got you. I've got you. Stop kicking!" He pulled Donna inside.

"I was right." She panted "It's always like this with you, innit?"

"Oh, yes!" the Doctor beamed. "And off we go."


	5. The Fat Just Walks Away Part 2

When they came to the call center, they ran into Miss Foster and her guards. "Well, then. At last."

"Hello." Donna waved.

"Nice to meet you, I'm the Doctor." he said.

"Lilith."

"And I'm Donna."

"Evidently off-worlders, judging by your sonic technology." Miss Foster mused.

"Oh, yes, I've still got your sonic pen." The Doctor held it up. "Nice. I like it. Sleek. It's kind of sleek."

"Oh, it's definitely sleek."

Lilith shrugged. "I like mine better."

The Doctor frowned at her. "You don't have one."

"That you know of."

He shook his head. "Yeah, and if you, Miss Foster, were to sign your real name, that would be?"

"Matron Cofelia of the Five Straighten Classabindi Nursery Fleet. Intergalactic Class." She said.

"A wet nurse, using humans as surrogates." Lilith made a face.

"I've been employed by the Adiposian First Family to foster a new generation after their breeding planet was lost."

"What do you mean lost? How do you lose a planet?" the Doctor questioned.

Matron Cofelia waved her hand. "Oh, politics are none of my concern. I'm just here to take care of the children on behalf of the parents."

"What, like an outer space super nanny?" Donna asked.

"Yes, if you like."

"So. So those little things, they're, they're made out of fat, yeah, but that woman, Stacy Campbell, there was nothing left of her."

"Oh, in a crisis the Adipose can convert bone and hair and internal organs. Makes them a little bit sick, poor things."

Lilith made an outraged noise. "What about poor Stacy?"

"Seeding a level five planet is against galactic law." The Doctor pointed out.

Matron Cofelia glared at him. "Are you threatening me?"

"I'm trying to help you, Matron." He insisted. "This is your one chance, because if you don't call this off, then I'll have to stop you."

"I hardly think you can stop bullets."

The guards took aim. Lilith aimed her blaster at the Matron.

"No, hold on, hold on, hold on, hold on. One more thing. Lilith put that down. Do you know what happens if you hold two identical sonic devices against each other?"

"No." Matron Cofelia said.

"Nor me. Let's find out." He held out the screwdriver and pen and activated them both, creating a terrible screeching noise. Everyone grabbed their heads in pain, and glass shattered nearby.

Donna pushed his arm to stop him. "Come on!"

They ran to their earlier hiding place. The Doctor threw out the ladder and mops.

"Well, that's one solution. Hide in a cupboard. I like it."

There was a big green machine behind the sliding back wall. "I've been hacking into this thing all day, because the matron's got a computer core running through the center of the building. Triple deadlocked. But now I've got this." The sonic pen. "I can get into it."

Lilith studied the inducer. "She's wired up the whole building. We need a bit of privacy." She held two wires, erecting an electric field that would stop any guards. "Just enough to stop them. Why's she wired up the tower block? What's it all for?"

The Doctor starting working on the wires.

Donna turned to Lilith. "He said you'd moved on from him."

"I left, sure." Lilith shrugged. "But the plan always was to come back."

"So it was just you two?"

"Nah, we had a friend traveling with us, Martha Jones. She was amazing. She had to stop, though. Needed to get back to her family after—"

"After I destroyed half her life." The Doctor said, darkly. "But she's fine; she's good. She's gone."

Donna hesitated. "What about Rose?"

"Still lost." He said, and then changed the subject. "I thought you were going to travel the world?"

"Easier said then done." She sighed. "It's like I had that one day with you, and I was going to change. I was going to do so much. Then I woke up the next morning, same old life. It's like you were never there. And I tried. I did try. I went to Egypt. I was going to go barefoot and everything. And then it's all bus trips and guidebooks and don't drink the water, and two weeks later you're back home. It's nothing like being with you. I must have been mad turning down that offer."

"What offer?"

"To come with you."

"Come with me?" the Doctor repeated.

Donna nodded. "Oh yes, please."

"Right." Lilith had to giggle at the Doctor's confused and dumbstruck expression.

" _Inducer activated_." The computer said.

"What's it doing now?" Donna questioned.

"She's started the program. So far they're just losing weight, but the Matron's gone up to emergency pathogenesis."

"And that's when they convert—"

"Skeletons, organs, everything. A million people are going to die. Got to cancel the signal." The Doctor dismantled the Adipose pill charm. "This contains a primary signal. If I can switch it off, the fat goes back to being just fat." He attached part of the charm to the inducer.

" _Inducer increasing._ "

"No, no, no, no, no. She's doubled it. I need. Haven't got time. It's too far. I can't override it. They're all gonna die!"

Lilith looked at the inducer. "Would me shooting it do anything?" she wondered.

"Lilith, stop."

"Is there anything I can do?" asked Donna.

"Sorry, Donna, this is way beyond you. Got to double the base pulse, I can't.

"Doctor, tell me. What do you need?"

"I need a second capsule to boost the override, but I've only got the one! I can't save them!"

Donna held up a golden chain with the charm on the end. Lilith laughed. The Doctor pulled it apart and plugged it in. The inducer shut down.

They heard a loud noise, like something passing overhead. "What was that?"

"The nursery." Lilith breathed.

"When you say nursery you don't mean a crèche in Notting Hill."

"Nursery ship." The Doctor corrected.

The computer lit up again. " _Incoming signal._ "

A voice spoke in an alien language

"Hadn't we better go and stop them?" Donna suggested.

"Hang on." The Doctor said. "Instructions from the Adiposian First Family." He listened for a moment. "She's wired up the tower block to convert it into a levitation post. Ooo. Oh. We're not the ones in trouble now. She is!"

The Doctor darted out of the storage closet and Lilith and Donna followed him back up to the roof.

"What you going to do then? Blow them up?" Donna asked.

He looked at her. "They're just children. They can't help where they come from."

"Oh, that makes a change from last time. Lilith and Martha must've done you good."

"They did, yeah. Yeah. They did. Martha fancied me."

"Mad Martha, that one. Blind Martha. Charity Martha." Donna waved at the passing Adipose. "I'm waving at fat."

Lilith cocked her head to the side. "You know, as a diet plan, it actually sort of works."

"There she is!" the Doctor shouted. Matron Cofelia was floating upwards below the little Adipose. She stopped at roof level. "Matron Cofelia, listen to me."

"Oh, I don't think so, Doctor. And if I never see you again, it'll be too soon." The Matron said.

"Oh, why does no one ever listen? I'm trying to help." He insisted. "Just get across to the roof. Can you shift the levitation beam?"

"What, so that you can arrest me?"

"Just listen. I saw the Adiposian instructions. They know it's a crime, breeding on Earth. So what's the one thing they want to get rid of? Their accomplice."

"I'm far more than that. I'm nanny to all these children."

"Exactly!" Lilith yelled. "Mom and Dad have the kids now. They don't need the nanny anymore."

The levitation beam switched off. Matron Coleflia fell with a scream.

' _Splat._ '

' _Lilith, that's terrible._ '

' _It's true._ '

The nursery ship flew away.

Down on the street, the Doctor threw the sonic pen into a garbage can. Penny came along, still tied to the chair. "Oi, you three. You're just mad. Do you hear me? Mad! And I'm going to report you for… madness."

"You see? Some people just can't take it." Donna said.

"Nope." Lilith agreed.

"And some people can. So, then." Donna grinned at Lilith.

Lilith grinned back. " _Vamos a la_ TARDIS! Come on." She grabbed her hand and they raced to the alleyway where the Doctor had left the TARDIS.

"That's my car!" Donna exclaimed, pointed to a car parked nearby. "That is like destiny. And I've been ready for this." She opened the trunk it was full of suitcases. "I packed ages ago, just in case. Because I thought, hot weather, cold weather, no weather. He goes anywhere. I've gotta be prepared."

She unloaded the trunk into the Doctor's arms, much to Lilith's amusement.

"You've got a, a hatbox." The Doctor said.

"Planet of the Hats, I'm ready. I don't need injections, do I? You know, like when you go to Cambodia. Is there any of that? Because my friend Veena went to Bahrain, and she…" Donna trailed off. "You're not saying much."

"No, it's just." The Doctor hesitated. "It's a funny old life, in the TARDIS."

"You don't want me." Donna guessed, dejectedly.

"He's not saying that." Lilith assured her.

"But you asked me. Would you rather you two be on your own?"

"No, actually, no." he put down the bags he was holding. "But the last time, with Martha, like I said, it, it got complicated. And that was all my fault. I just want a mate."

Donna gaped at him "You just want to mate?" Lilith burst into hysterical laughter. "You're not mating with me, sunshine!"

" _A_ mate." The Doctor corrected her. "I want _a_ mate."

"Well, just as well, because I'm not having any of that nonsense. I mean, you're just a long streak of nothing. You know, alien nothing."

"I know! He's so freaking skinny."

"There we are, then." He said, looking slightly insulted. "Okay."

"I can come?"

"Yeah. Course you can, yeah." He grinned. "I'd, we'd love it."

Lilith squealed and hugged Donna. " _Increíble!_ "

"Car keys." Donna said. "I've still got my mum's car keys. I won't be a minute."

Donna ran off. The Doctor and Lilith shared a look and started lugging her bags into the TARDIS. A few minutes later, Donna came back. "Off we go, then."

"Here it is. The TARDIS." The Doctor said, leaning against the console. "It's bigger on the inside than it is on the outside."

"Oh, I know that bit. Although frankly, you could turn the heating up."

"So, the universe is at your fingertips, Donna Noble. Where do you want to go?" Lilith asked.

"Oh, I know exactly the place."

"Which is?"

"Two and a half miles that way."

Lilith pulled the dematerialization lever and opened the doors. Donna stood in the doorway, waving to whoever was down on the hill watching. The Doctor joined her.

Lilith didn't remember what was going to come next, she never did. But she had a feeling it was going to be fantastic.

* * *

It only recently came to my attention that in all my other fics, there are no breaks between scenes. I am so sorry for that, I never realized that they were deleted when I uploaded the document to the site. Unfortunately, it would be a major pain in the butt to go back and fix everything now, but from here on I _will_ do my best to put them in. Thanks to the person who pointed it out, you know who you are.


	6. Volcano Day Part 1

Lilith peeked out of the TARDIS, checking that they hand landed in the right spot. "We're good." She called over her shoulder and stepped out. The Doctor and Donna followed her into the sunshine. The streets were lined with vendors of various goods.

"Ancient Rome." The Doctor declared. "Well, not for them, obviously. To all intents and purposes, right now, this is brand new Rome."

Donna looked around, wide-eyed. "Oh my God. It's, it's so Roman. This is fantastic! I'm here, in Rome. Donna Noble in Rome. This is just weird. I mean, everyone here's dead."

"Well, don't tell them that." The Doctor said.

Lilith sighed. "We always pick the cheery ones, don't we?"

"Hold on a minute." Donna frowned, looking over the Doctor's shoulder. "That sign over there's in English. Are you having me on? Are we in Epcot?"

"Nah, that's the TARDIS translation circuits." Lilith told her. "It makes pretty much every language look like English. Speech too. You're speaking Latin right now."

"Seriously?"

"Yep."

"I just said seriously in Latin."

"Oh, yeah."

"What if I said something in actual Latin, like veni vidi vici? My dad said that when he came back from football. If I said veni vidi vici to that lot, what would it sound like?"

The Doctor furrowed his eyebrows. "I'm not sure. You have to think of difficult questions, don't you?"

"I'm going to try it." Donna went over to a fruit seller. "Er, veni vidi vici."

"Huh? Sorry?" The seller spoke slowly and loudly. "Me no speak Celtic. No can do, missy."

"Yeah." Donna walked away. "How's he mean, Celtic?" she asked the Doctor.

"Welsh." The Doctor shrugged. "You sound Welsh. There we are. Learnt something."

They continued on.

"Don't our clothes look a bit odd?" Donna wondered.

"Nah." The Doctor said. "Ancient Rome, anything goes. It's like Soho, but bigger."

Lilith looked down at her jeans. "Last time I was in period dress. Now I feel like an athlete at ComicCon."

"You've been here before then?"

"Mm. Ages ago." The Doctor confirmed. "Before you ask, that fire had nothing to do with me. Well, a little bit. But I haven't got the chance to look around properly. Coliseum, Pantheon, Circus Maximus. You'd expect them to be looming by now. Where is everything? Try this way."

They came out into the city square. "Not an expert," Donna said, "but there's seven hills of Rome, aren't there? How come they've only got one?"

In the distance was one big, bare-headed mountain. Then, the ground shook. "Here we go again." A man shouted. The vendors hung onto their stalls as pottery fell and broke.

"Wait a minute. One mountain, with smoke. Which makes this…"

Lilith and the Doctor exchanged horrified looks. "Pompeii. We're in Pompeii. And it's volcano day."

"We need to get out of here." They raced back to where they had left the TARDIS, only to find it missing.

"You're kidding." Donna panted. "You're not telling me the TARDIS has gone."

"Okay." The Doctor said.

"Where is it then?"

"You told me not to tell you."

"Oi! Don't get clever in Latin."

Lilith rolled her eyes. "Hey, you! Fruit boy." She barked at the fruit seller. "There was a box over there. A big, blue, wooden box. What'd you do with it?"

"Sold it, didn't I?" he said, smugly.

"But it wasn't yours to sell." The Doctor protested.

"It was on my patch, weren't it? I got fifteen sesterces for it. Lovely jubbly."

"Who'd you sell it to?" Lilith demanded.

"Old Caecilius. Look, if you want to argue, why don't you take it out with him? He's on Foss Street. Big villa. Can't miss it."

The Doctor frowned. "What'd he buy a big, blue box for?"

Lilith grabbed the Doctor's wrist and dragged him away. "Next time, try not to sell other people's property." She shouted at the roman.

They caught up with Donna. "I've got it. Foss Street's this way." The Doctor turned to run.

"No," Donna said. "Well, I found this big sort of amphitheater thing. We can start there. We can gather everyone together. Maybe they've got a great big bell or something we could ring. Have they invented bells yet?"

"What do you want a bell for?"

"To warn everyone. Start the evacuation. What time does Vesuvius erupt? When's it due?"

"It's 79 AD, twenty third of August, which makes volcano day tomorrow." Lilith shook her head. "Oh, Uncle Jack's going to get a kick out of this."

"Plenty of time." Donna decided. "We could get everyone out easy."

"Yeah, except we're not going to." The Doctor grabbed Donna's wrist to pull her along.

Donna tugged him back. "But that's what you do. You're the Doctor. You save people." She protested.

"Not this time. Pompeii is a fixed point in history. What happens, happens. There is no stopping it."

"Says who?" she demanded.

"Says me." Said the Doctor.

"What, and you're in charge?"

"TARDIS, Time Lord, yeah."

"Donna, human, no. I don't need your permission. I'll tell them myself."

Lilith looked at the other ginger stubbornly. "Donna, if you stand in the market place announcing the end of the world, they'll just think you're a crazy old soothsayer. I can explain the semantics of paradoxes later. For now, we need to get out of here."

"Well, I might just have something to say about that, Spacegirl."

"Oh, I bet you will." The Doctor snapped. Together, they ran off towards the villa.

* * *

"Positions!" Caecilius shouted as the ground began to shake. He went to stopt a marble bust from falling, but the Doctor caught it first.

"Whoa! There you go."

"Thank you, kind sir." Caecilius said. "I'm afraid business is closed for the day. I'm expecting a visitor."

The Doctor shook his hand vigorously. "But that's me, I'm a visitor. Hello."

"Who are you?"

"I am Spartacus." He decided.

"And so am I." Donna added.

"Mr. and Mrs. Spartacus." The roman man greeted. Lilith giggled.

The Doctor's eyes widened. "Oh no, no, no. We're not— we're not married."

"We're not together." Donna denied.

"Oh, then brother and sister?" Caecilius guessed. "Yes, of course. You look very much alike."

"Really?" the Doctor and Donna said in unison.

Lilith held out her hand and shot Caecilius a winning smile. "I'm Livia. Please excuse my father and aunt. They bicker constantly and loathe admitting that they're related."

Caecilius smiled back. "I'm sorry, but I'm not open for trade." He said to the Doctor.

"And that trade would be?" the Doctor prompted.

"Marble. Lobus Caecilius. Mining, polishing and design thereof. If you want marble, I'm your man."

"That's good. That's good, because I'm the marble inspector." The Doctor flashed his psychic paper.

"By the gods of commerce, an inspection. I'm sorry, sir. I do apologize for my son." Caecilius' wife poured away their son's goblet of wine.

"Oi." The boy protested.

"And this is my good wife, Metella. I must confess, we're not prepared for a…"

"Nothing to worry about. I'm sure you've nothing to hide." The Doctor said. "Although, frankly, that object looks rather like wood to me." He pointed to the TARDIS, which sat in the corner of the room.

"I told you to get rid of it." Metella hissed at her husband.

"I only bought it today." Caecilius explained.

The Doctor shrugged. "Ah, well. Caveat emptor."

"Oh, you're Celtic. There's lovely."

"I'm sure it's fine, but I might have to take it off your hands for a proper inspection."

"Although," Donna said. "While we're here, wouldn't you recommend a holiday, Spartacus?"

The Doctor glared at her. "Don't know what you mean, Spartacus."

Lilith rolled her eyes. "Oh, here we go."

"Oh, this lovely family. Mother and father and son. Don't you think they should get out of town?"

Caecilius frowned. "Why should we do that?"

"Well, the volcano, for starters."

"Donna." Lilith sighed.

The roman furrowed his eyebrows. "What-ano?"

"That great big volcano right on your doorstep."

"Oh, Spartacus, for shame. We haven't even greeted the household gods yet." The Doctor dragged her aside to explain. "They don't know what it is. Vesuvius is just a mountain to them. The top hasn't blown off yet. The Romans haven't even got a word for volcano. Not until tomorrow."

"Oh, great," Donna said, sarcastically. "They can learn a new word as they die."

"Donna, please." Lilith begged. "This isn't the sort of thing we can meddle in without serious consequences."

"Listen, I don't know what sort of kids you two've been flying round with in outer space, but you're not telling me to shut up. That boy, how old is he, sixteen? And tomorrow he burns to death."

"And that's my fault?" the Doctor demanded.

"Right now, yes."

"Announcing Lucius Petrus Dextrus, Chief Augur of the City Government." Someone announced. A middle-aged man wearing a cloak over the right half of his body walked in.

"Quintus, stand up." Metella snapped at the boy.

"Lucius. My pleasure, as always. A rare and great honor, sir, for you to come to my house." Caecilius held out his hand, but Lucius didn't take it.

"The birds are flying north, and the wind is in the west." The man said. "Only the grain of wheat knows where it will grow."

Caecilius turned to his wife. "There now, Metella. Have you ever heard such wisdom?"

"Never. It's an honor."

"Pardon me, sir. I have guests. This is Spartacus, Livia and, er, Spartacus."

Lucius studied the trio. "A name is but a cloud upon a summer wind."

The Doctor rocked back on his heels. "But the wind is felt most keenly in the dark."

"Ah. But what is the dark, other than an omen of the sun?"

"I concede that every sun must set."

"Ha." Lucius scoffed.

"And yet the son of the father must also rise." The Doctor finished, gesturing to Quintus.

The Augur's expression didn't change. "Damn. Very clever, sir. Evidently, a man of learning."

"Oh, yes. But don't mind me. Don't want to disturb the status quo."

"Are you really going to keep doing that?" Lilith asked her father.

"He's Celtic." Caecilius whispered as an explanation.

"We'll be off in a minute." The Doctor assured him, dragging an arguing Donna to the TARDIS. Lilith followed close behind, watching the romans with interest.

"The moment of revelation. And here it is." Caecilius unveiled what looked suspiciously like a circuit board made of marble.

"Dad, look." Lilith whispered.

"Exactly as you specified. It pleases you, sir?"

Lucius studied the stone. "As the rain pleases the soil."

The Doctor slowly walked back over. " Oh, now that's different. Who designed that, then?"

"My Lord Lucius was very specific." Caecilius said.

"Where'd you get the pattern?" the Doctor asked.

"On the rain and mist." Lucius replied.

Lilith snorted. "Oh, of course. The _water_ told you what to order." She muttered under her breath.

"But that looks like a circuit." Donna said.

"Made of stone." The Doctor agreed.

"Do you mean you just dreamt that thing up?"

"That is my job, as City Augur."

Donna frowned. "What's that, then, like the mayor?"

"Oh, ha. You must excuse my sister; she came from Barcelona." The Doctor pulled Donna to the side and spoke so only she and Lilith could hear. "No, but this is an age of superstition. The Augur is paid by the city to tell the future. The wind will blow from the west? That's the equivalent of ten o'clock news."

A young woman entered the room, swaying and pale. "They're laughing at us." She said. "Those three, they use words like tricksters. They're mocking us."

"No, no, I meant no offence." The Doctor defended.

Metella went to the girl's side. "I'm sorry. My daughter's been consuming the vapors."

"Oh for gods, Mother. What have you been doing to her?" Quintus demanded.

"Not now, Quintus." Caecilius chided.

"Yeah, but she's sick. Just look at her."

"I gather I have a rival in this household. Another with the gift." Lucius said.

Metella rubbed her daughter's arm. "Oh, she's been promised to the Sibylline Sisterhood. They say she has remarkable visions."

Lucius scoffed. "The prophecies of women are limited and dull. Only the menfolk have the capacity for true perception."

Lilith glared at him. "Excuse you."

"I'll tell you where the wind's blowing right now, mate." Donna snapped.

A small tremor shot through the villa. "The Mountain God marks your words. I'd be careful, if I were you." The Augur warned.

"Consuming the vapors, you say?" the Doctor asked.

"They give me strength." The young woman claimed.

' _Yeah, cause she's the picture of pristine health._ '

"It doesn't look like it to me."

"Is that your opinion as a doctor?"

The Doctor raised his eyebrows. "I beg your pardon?"

"Doctor." She repeated. "That's your name."

"How did you know that?"

The young woman turned to Donna. "And you. You call yourself Noble. And she is a creature of the night." She motioned to Lilith.

"I hate my name." Lilith mumbled.

"Now then, Evelina. Don't be rude." Metella scolded.

"No, no, no, no. Let her talk." The Doctor allowed.

"You all come from so far away."

"The female soothsayer is inclined to invent all sorts of vagaries." Lucius dismissed.

The Doctor shook his head. "Oh, not this time, Lucius. No, I reckon you've been out-soothsayed."

"Is that so, man from Gallifrey?"

"What?" the Time Lord demanded.

"The strangest of images. Your home is lost in fire, is it not?"

"I'd watch that mouth of yours, Malfoy." Lilith growled.

Lucius turned to Lilith. "You with your strange references and your knowledge of his future times, child of the TARDIS."

"Doctor, what are they doing?" Donna asked.

"And you, daughter of London." Lucius looked at her.

"How does he know that?"

"This is the gift of Pompeii. Every single oracle tells the truth."

"That's impossible."

"Doctor, she is returning." The Augur said.

The Doctor frowned. "Who is? Who's she?" he looked at Lilith, as though expecting an answer, but she was preoccupied with what Lucius said next.

"And you, daughter of London. There is something on your back."

"Even the word doctor is false." The young woman accused. "Your real name is hidden. It burns in the stars, in the Cascade of Medusa herself. You are a Lord, sir, a Lord of Time." She fainted.

"Well," Lilith muttered. "This just got interesting."

* * *

Donna had retreated into Evelina's room with the girl.

The Doctor removed the hypocaust grill. "Different sort of hypocaust?"

"Oh, yes." Caecilius confirmed. "We're very advanced in Pompeii. In Rome, they're still using the old wood-burning furnaces, but we've got hot springs, leading from Vesuvius itself."

"Who thought of that?" Lilith asked,

"The soothsayers, after the great earthquake, seventeen years ago." The roman answered. "An awful lot of damage. But we rebuilt."

"Didn't you think of moving away?" the Doctor questioned. "Then again, San Francisco."

"That's a new restaurant in Naples, isn't it?"

Lilith shrugged. "Wouldn't know. We never made it to Naples, did we, father?"

The Doctor glared at her. A loud roaring sound came from below the surface. "What's that noise?"

"Don't know. Happens all the time. They say the gods of the Underworld are stirring." Caecilius claimed.

"But after the earthquake…" the Doctor thought for a moment. "Let me guess, is that when the soothsayers started making sense?"

Caecilius nodded. "Oh, yes, very much so. I mean, they'd always been, shall we say, imprecise? But then the soothsayers, the augurs, the haruspex, all of them, they saw the truth again and again. It's quite amazing. They can predict crops and rainfall with absolute precision."

"Haven't they said anything about tomorrow?"

"No. Why, should they? Why do you ask?"

"No, no. No reason. I'm just asking. But the soothsayers, they all consume the vapors, yeah?"

"That's how they see."

The Doctor reached into the hypocaust. "They're all consuming this." He sprinkled some powder into Caecilius' hand.

"Dust."

"Tiny rock particles. They're breathing in Vesuvius." Lilith realized.

' _I need to talk to Quintus._ ' The Doctor decided.

' _Why? What are you planning?_ '

' _Lucius is building a stone circuit board for a reason. I want to find out why._ '

Lilith grinned. ' _Breaking and entering. Sound like my kind of plan._ '


	7. Volcano Day Part 2

Night had fallen. Quintus held a burning torch as he led the Doctor and Lilith through Pompeii. "Don't tell my Dad."

The Doctor jumped up to a window and opened the shutters. "Only if you don't tell mine." He climbed through the window.

Quintus looked at Lilith, who glanced at where the Doctor had disappeared. "Best not keep him waiting." She climbed in after him. Quintus passed the Doctor the torch and followed.

The hypocaust was glowing red with heat. The Doctor looked around, and then took down a curtain to reveal a wall of different designed marble tiles.

"The liar." Quintus hissed. "He told my father it was the only one."

"Well, plenty of marble merchants in this town." The Doctor shrugged. "Tell them all the same thing; get all the components from different places, so no one can see what you're building."

"Which is what?"

"The future, Doctor." The three of them spun around. Lucius was watching them. "We are building the future, as dictated by the gods."

Lilith rolled her eyes. "Lovely. I always knew soothsayers were delusional."

The Doctor began rearranging the circuit boards. "Put this one there. This one there. Er, keep that one upside down, and what you got?"

"Enlighten me." Lucius said

"What, the soothsayer doesn't know?" Lilith taunted with a smirk

"The seed may float on the breeze in any direction."

She sighed. "Somehow I figured you were going to say that."

"It's an energy converter." The Doctor said, enthusiastically. "But of what, I don't know. Isn't that brilliant? I love not knowing. Keeps me on my toes. It must be awful being a prophet, waking up every morning, is it raining? Yes, it is, I said so. Takes all the fun out of life. But who designed this, Lucius, hmm? Who gave you these instructions?"

"I think you've babbled enough." Lucius snapped.

"That's not going to get him to shut up." Lilith muttered.

"Lucius, really, tell me. Honestly, I'm on your side. I can help."

"You and your child insult the gods. There can be only one sentence. At arms." The Augur ordered. The guards drew their short swords. Lilith drew her blaster.

The Doctor stepped back. "Oh, morituri te salutant."

"Celtic prayers won't help you now."

"But it was him, sir, he made me do it. Mister Dextrus, please don't." Quintus begged.

"Come on now, Quintus, dignity in death. I respect your victory, Lucius. Shake on it? Come on. Dying man's wish?" The Doctor grabbed at Lucius' right arm beneath the cloak and pulls. There was a cracking sound and Lucius shouted in pain. The Doctor was holding a stone hand and forearm. Lilith's jaw dropped.

"But he's—"

"Show me." The Doctor requested.

Lucius threw back the cloak. His entire right side had calcified. "The work of the gods."

"He's stone." Quintus gasped.

"'Armless enough, though." The Doctor tossed the arm back to Lucius. "Quintus!"

Quintus threw the torch at a guard as the Doctor soniced the circuit boards, then they made their escape through the window.

"Run!" the Doctor shouted and they sprinted away. "No sign of them. Nice little bit of allons-y. I think we're all right."

"But his arm, Doctor." Quintus said. "Is that what's happening to Evelina?"

The ground rumbled. "What was that?"

It rumbled again. "The mountain?" the boy guessed.

Lilith shook her head. "Too rhythmic."

"And it's closer." The Doctor added. Things started falling over as the ground shook. "Footsteps."

"It can't be."

"Footsteps underground." Lilith amended.

"What is it? What is it?" Quintus asked.

They started running back to the villa, the grills blowing off the hypocaust vents as they passed. "Caecilius? All of you, get out!" The Doctor shouted.

Donna grabbed his arm. "Doctor, what is it?"

"I think we're being followed." The hypocaust grill flew off. "Just get out!" he yelled.

True to the nature of human, they stood and stared as the floor around the hypocaust cracked, and creature made of stone and fire appeared. As it stood, it nearly touched the ceiling.

"The gods are with us." Evelina breathed.

"Water. We need water. Quintus. All of you, get water!" Lilith ordered. Donna and Quintus dashed away.

One of the servants stepped forward. "Blessed are we to see the gods." The creature breathed on him, burning him to ash instantly.

"Talk to me. That's all I want. Talk to me." The Doctor insisted. Just tell me who you are. Don't hurt these people. Talk to me. I'm the Doctor. Just tell me who you are."

Quintus and a slave returned with buckets, scooped water from the fishpond and threw it on the creature. Its fire went out, it solidified then cracked and crumbled to the floor.

"What was it?" Caecilius asked.

Lilith shook her head. "Not a benevolent god, that's for sure."

"Carapace of stone, held together by internal magma." The Doctor said. "Not too difficult to stop, but I reckon that's just the foot soldier."

"Doctor, or whatever your name is, you bring bad luck on this house." Metella advanced on the Time Lord.

Lilith stepped between them. "I thought your son was brilliant. Aren't you going to thank him?" She turned to the Doctor. "Still, if there are aliens at work in Pompeii, it's a good thing we stayed. Right, Donna?"

Donna didn't answer.

The Doctor looked around, but the elder ginger was nowhere in sight. "Donna? Donna!"

* * *

Lilith and the Doctor hid just outside the doorway to the large room where Donna was strapped to a table with a priestess standing over her with a dagger.

"Listen, sister, you might have eyes on the back of your hands, but you'll have eyes in the back of your head by the time I've finished with you. Let me go!" Donna shouted.

"This prattling voice will cease forever." The priestess said, raising the blade

"Oh, that'll be the day." The Doctor chuckled.

"No man is allowed to enter the Temple of Sibyl!"

"Ignore my father," Lilith said with a dismissive wave. "Tradition is not his strong suit."

The Doctor pouted. "Well, that's all right. Do you know I met the Sibyl once? Yeah, hell of a woman. Blimey, she could dance the Tarantella. Nice teeth. Truth be told, I think she had a bit of a thing for me. I said it would never last. She said, I know. Well, she would. You all right there?" he directed the last question at Donna.

Donna rolled her eyes. "Oh, never better."

"I like the toga."

"Thank you. And the ropes?"

"Yeah, not so much." He used the sonic screwdriver to cut them and free Donna.

"What magic is this?" the priestess demanded.

"Let me tell you about the Sibyl, the founder of this religion," Lilith said, conversationally. "She would be ashamed of you. All her wisdom and insight turned sour. Is that how you spread the word now? On the blade of a knife?"

"Yes," she hissed. "A knife that now welcomes you."

Lilith's hand twitched towards her blaster, but she stopped when a voice spoke. "Show me this man."

"High Priestess, these strangers would defile us." The priestess protested.

"Let me see. These two are different. They carry starlight in their wake."

The Doctor shoved his hands in his pockets and wandered over to where a veil concealed the High Priestess. "Oh, very perceptive. Where do these words of wisdom come from?"

"The gods whisper to me." The High Priestess said.

"They've done far more than that. Might I beg audience? Look upon the High Priestess?"

Two Sisters drew the veil aside to reveal what looked to be a living, breathing statue.

"Oh my God." Donna gasped.

"I feel like I should insert a Medusa joke here, would that be inappropriate?" Lilith wondered.

"Probably."

"The heavens have blessed me." The High Priestess claimed.

The Doctor stepped forward. "If I might?" She held out her hand for him to touch. "Does it hurt?"

"It is necessary." She replied.

"Who told you that?"

"The voices."

"Is that what's going to happen to Evelina?" Donna asked. "Is this what's going to happen to all of you?"

The priestess with the dagger showed Donna her stone forearm. "The blessings are manifold."

Lilith snorted. "Blessings, my ass. Your _skin_ is turning into _solid_ _rock_!"

"Exactly." The Doctor nodded. "The people of Pompeii are becoming stone before the volcano erupts. But why?"

"This word, this image in your mind. This volcano. What is that?" the High Priestess questioned.

"More importantly, why don't you know about it? Who are you?" Lilith demanded.

"High Priestess of the Sibylline."

"No, no, no, no. We're talking to the creature inside you." The Doctor said. "The thing that's seeding itself into a human body, in the dust, in the lungs, taking over the flesh and turning it into, what?"

"Your knowledge is impossible."

"Oh, but you can read my mind. You know it's not. I demand you tell me who you are!"

The High Priestess spoke with two voices, her own and one deeper, which took over. "We are awakening."

"The voice of the gods!" gasped the priestess.

All of the Sisters started bowing. "Words of wisdom, words of power. Words of wisdom, words of power. Words of wisdom…"

"Name yourself!" the Doctor insisted. "Planet of origin! Galactic coordinates! Species designation according to the universal ratification of the Shadow Proclamation!"

"We are rising!"

"Tell me your name!"

"Pyrovile!" The High Priestess finally answered.

"Pyrovile. Pyrovile. Pyrovile." The Sisters chanted.

"What's a Pyrovile?" Donna asked.

"Well, that's a Pyrovile, growing inside her." The Doctor nodded to the High Priestess. "She's a halfway stage."

"What, and that turns into?"

"That thing in the villa. That was an adult Pyrovile."

"And the breath of a Pyrovile will incinerate you, Doctor!" the High Priestess hissed.

Lilith didn't even have time to reach for her blaster before the Doctor produced a yellow plastic water pistol. ' _What the hell do you think you're doing with that?_ '

' _Trust me._ ' "I warn you, I'm armed. Donna, get that grill open."

"What for?"

"Just!" He jerked his head towards the grill, and then returned his attention to the High Priestess. "What are the Pyrovile doing here?"

"We fell from the heavens," it responded. "We fell so far and so fast, we were rendered into dust."

"Right, creatures of stone shattered on impact. When was that, seventeen years ago?" the Doctor guessed.

"We have slept beneath for thousands of years."

"Okay, so seventeen years ago woke you up, and now you're using human bodies to reconstitute yourselves. But why the psychic powers?"

"We opened their minds and found such gifts."

"Okay, that's fine. So you force yourself inside a human brain, use the latent psychic talent to bond. I get that. I get that, yeah. But seeing the future? That is way beyond psychic. You can see through time. Where does the gift of prophecy come from?"

Lilith and Donna managed to open the grill. "Got it!"

"Now get down," the Doctor ordered.

"And leave you behind?" Lilith demanded with a growl.

"Yes, go now. Why can't this lot predict a volcano? Why is it being hidden?"

"Sisters, I see into his mind!" the priestess declared. "The weapon is harmless."

"Yeah, but it's got to sting." He squirted the water at the High Priestess. It must have had some effect, because it recoiled. "Get down there!"

Donna, Lilith, and the Doctor went down into the hypocaust while the Sisters helped their High Priestess.

"You fought her off with a water pistol. I bloody love you!" Donna exclaimed.

"This way," the Doctor decided, looking down the stone tunnels.

"Where are we going now?"

"Into the volcano."

"This is a bad idea," Lilith muttered.

"Probably," the Doctor agreed. "But it's our only option."

"But if it's aliens setting off the volcano, doesn't that make it all right for you to stop it?" Donna asked as they made their way towards the center of Vesuvius.

The Doctor shook his head. "Still part of history."

"But I'm history to you," Donna protested. "You saved me in 2008. You saved us all. Why is that different?"

"Some things are fixed points in time," Lilith tried to explain, "and some things are in flux. Pompeii is fixed."

"How do you know which is which?"

The Doctor stopped walking and whirled on Donna. "Because that's how we see the universe. Every waking second, we can see what is, what was, what could be, what must not. That's the burden of a Time Lord, Donna. And we're the only ones left."

Donna looked at him. "How many people died?"

"Stop," Lilith begged.

"Doctor, how many people died?"

"Twenty thousand," he answered, voice hard.

"Is that what you can see, Doctor? All twenty thousand? And you think that's all right, do you?"

Something roared in the distance. "They know we're here. Come on." They came to a large cavern filled with Pyroviles. "It's the heart of Vesuvius. We're right inside the mountain."

"There's tons of them," Donna breathed.

"Look." Lilith pointed at a construct on the other side of the cavern. "That's probably how they arrived. Or what's left of it, anyways. Escape pod, maybe? Prison ship? Gene bank?"

"But why do they need a volcano?" the human wondered. "Maybe it erupts, and they launch themselves back into space or something?"

"Oh, it's worse than that," the Doctor muttered.

"How could it be worse? Doctor, it's getting closer."

Lucius stood on a ridge a ways above them. "Heathens defile us! They would desecrate your temple, my lord gods!"

The Doctor pulled the two women towards the escape pod. "Come on."

"We can't go in!" Donna hissed.

"We can't go back." Lilith argued.

A Pyrovile reared up in front of them, so the Doctor extinguished it with his water pistol. They ran to the escape pod.

"There is nowhere to run, Doctor, child, and daughter of London!" Lucius yelled.

"I'm no child, you twisted lunatic!" Lilith shouted.

"Now then, Lucius, my lords Pyrovillian, don't get yourselves in a lather. In a lava? No?" The Doctor looked at Lilith, who shook her head. "No. But if I might beg the wisdom of the gods before we perish. Once this new race of creatures is complete, then what?"

"My masters will follow the example of Rome itself. An almighty empire, bestriding the whole of civilization!" declared Lucius.

"But if you've crashed, and you've got all this technology, why don't you just go home?" Donna questioned.

"The Heaven of Pyrovillia is gone."

The Doctor furrowed his eyebrows. "What do you mean, gone? Where's it gone?"

"It was taken. Pyrovillia is lost. But there is heat enough in this world for a new species to rise."

"You do realize this planet is seventy percent water out there," Lilith pointed out.

"Water can boil. And everything will burn!"

"Then the whole planet is at stake. Thank you. That's all I needed to know. Donna, Lilith." The Doctor pulled them into the escape pod, which contained the circuit boards. He closed the doors with his screwdriver.

"Could we be any more trapped?" Donna demanded. Outside, the Pyroviles breathed fire at the escape pod. "Little bit hot."

The Doctor studied the circuits. "See? The energy converter takes the lava, uses the power to create a fusion matrix, which welds Pyrovile to human. Now it's complete, they can convert millions."

"But can't you change it with these controls?"

"Of course I can, but don't you see? That's why the soothsayers can't see the volcano. There is no volcano. Vesuvius is never going to erupt. The Pyrovile are stealing all its power. They're going to use it to take over the world."

"You can invert the system, set off the volcano, and blow them up," Lilith realized. "But that's what causes the destruction. It's Pompeii or the world."

Donna's face fell. "Oh my God."

The Doctor didn't take his eyes off the controls. "If Pompeii is destroyed then it's not just history, it's me. I make it happen. Vesuvius explodes with the force of twenty four nuclear bombs. Nothing can survive it. Push this lever and it's over. Twenty thousand people."

The Doctor reached for the stone lever, but Lilith stopped him. "No, Dad."

"It has to be done, Lilith."

"Not by you," she said sincerely and pushed the lever before he could stop her.

The escape pod shook as it was launched into the air. They were thrown against the walls and floors, reminding Lilith of hiding in the closet in Downing Street. When everything finally stopped shaking, the three of them stepped out of the escape pod.

Lilith looked behind them and swore loudly in Gallifreyan. They ran for the city as the avalanche of ash rolled down the mountain and the eruption blocked out the sun.

Back in the villa, Caecilius and his family were cowering in a corner. "Gods save us, Doctor."

The Doctor ignored them and went to the TARDIS. Donna tried to stop him. "No! Doctor, you can't. Doctor!"

Lilith grabbed his arm. "Remember the Titanic?" she asked, staring into his eyes. "One family, Dad. Just one." She could see the conflict in his face and as pushed open the doors to the TARDIS and extended his hand to Caecilius.

"Come with me."

The seven of them stood miles away from the city, watching as Pompeii was filled with volcanic ash. "It's never forgotten, Caecilius," the Doctor said. "Oh, time will pass, men'll move on, and stories will fade. But one day, Pompeii will be found again. In thousands of years. And everyone will remember you."

"What about you, Evelina?" Donna asked the young woman. "Can you see anything?"

Evelina shook her head. "The visions have gone."

"The explosion was so powerful it cracked open a rift in time, just for a second. That's what gave you the gift of prophecy. It echoed back into the Pyrovillian alternative. But not any more. You're free."

"But tell me. Who are you, Doctor?" Metella questioned. "With your words, and your temple containing such size within?"

The Doctor shrugged. "Oh, I was never here. Don't tell anyone."

"The great god Vulcan must be enraged. It's so volcanic. It's like some sort of volcano," Caecilius said. "All those people."

The Doctor and Lilith looked at each other before slipping back into the TARDIS, Donna right behind them.

O0oo0O

In the year 80 AD, one year or centuries later, the only remaining residents of Pompeii had settled in Rome. The father still a marble merchant, the daughter a normal teenage girl, and the son a student of the physical sciences.

A woman with raven hair, wearing a ratty grey sweater from the 22nd century stood in the shadows, smiling at the man whose face her father had taken. She pressed a button on her vortex manipulator and disappeared.


	8. Of Red Eyes and White Orbs Part 1

The TARDIS was rocking back and forth in flight. The Doctor pulled a lever to stop it. "Setting the controls to random! Mystery tour! Outside that door could be any planet, anywhere, anywhen in the whole wide u—. Are you all right?"

"Terrified," Donna admitted. "I mean, history's one thing but an alien planet?"

"We could always take you home," Lilith teased.

"Yeah, don't laugh at me."

"I know what it's like, the Doctor said. "Everything you're feeling right now. The fear, the joy, the wonder? I get that."

Donna grinned. "Seriously? After all this time?"

"Yeah. Why do you think we keep going?"

Lilith noticed that a deep blue jacket with turquoise lining had appeared on the jump seat. She slipped it on.

"Oh. All right then, the three of us!" Donna went over to the doors. "This is barmy! I was born in Chiswick. I've only ever had package holidays. Now I'm here. This is so. I mean it's. I don't know, it's all sort of. I don't even know what the word is." She threw open the doors and went outside.

Lilith laughed. They were on a completely white, snow covered planet. "How about the word 'freezing'?"

"Snow!" the Doctor exclaimed with glee. "Oh, real snow. Look at that, Lilith, proper snow at last. That's more like it! Lovely. What do you think?"

"Bit cold." Donna shivered.

"Look at that view!" The Doctor motioned to the massive icicles hanging from bridges of rock over vast ravines.

" _Magnífico_ ," Lilith breathed.

"Yep. Beautiful, cold view."

"Millions of planets, millions of galaxies, and we're on this one. Molto bene. Bellissimo, says Donna, born in Chiswick. All you've got is a life of work and sleep, and telly and rent and tax and takeaway dinners, all birthdays and Christmases and two weeks holiday a year, and then you end up here. Donna Noble, citizen of the Earth, standing on a different planet. How about that Donna?" Donna had disappeared. "Donna?"

She came out of the TARDIS in a big fur coat with a hood. "Sorry, you were saying?"

Lilith raised her eyebrows. "Better?"

"Lovely, thanks."

"Comfy?"

"Yep."

"Can you hear anything inside that?"

"Pardon?" Donna joked.

The Doctor chuckled. "All right, I was saying, citizen of the Earth—" He was cut off by a rocket gliding slowly above them.)

"Rocket! Blimey, a real proper rocket. Now that's what I call a spaceship. You've got a box; he's got a Ferrari! Come on, lets go see where he's going." Donna dragged a slightly hurt looking Doctor along.

"There's, there's nothing wrong with the TARDIS!" he protested.

"It's looks like an old, blue box, Dad," Lilith said. "Humans get distracted by shiny things, remember? A bit like you."

As they were crossing a rock bridge, a delicate music reached Lilith's ears

The Doctor stopped, looking around. "Hold on, can you hear that? Donna, take your hood down."

She did. "What?"

"That noise is like a song. Over there!" He spotted something to their left. An Ood lay on the ground, partly covered in snow.

"What is it?" Donna asked.

Lilith stared at the alien. "An Ood?"

"But it's face."

The Doctor shook his head. "Donna, don't. Not now. It's a he, not an it. Give me a hand."

Lilith knelt next to him, putting her hand on the Ood's chest. "I don't know where the heart is. Don't even know if he's got a heart. Talk to him, keep him awake."

"It's all right, we've got you," Donna said. "Er, what's your name?"

The Ood held up the translator ball. "Designated Ood Delta 50."

"This is the Doctor. Just what you need, a doctor. Couldn't be better, hey?"

"You've been shot," the Doctor noted.

"The circle…" the Ood said.

Donna put her hand on his shoulder. "No, don't try to talk."

"The circle must be broken."

"Circle? What do you mean?" the Doctor asked. "Delta 50, what circle? Delta 50? What circle?"

Delta 50 sat up with a roar, and red eyes. Lilith pulled the Doctor back and pulled out her blaster. Then, the Ood exhaled and fell back, dead.

"He's gone," Donna whispered, reached out to him.

"Careful," Lilith warned, still wary.

"There you are, sweetheart." She closed his eyes and looked back at the Doctor. "We were too late. What do we do, do we bury him?"

"The snow'll take care of that."

"Who was he? What's an Ood?" she asked.

"They're a slave race," Lilith answered. "Servants of humans in the forty second century."

"Mildly telepathic, too," the Doctor added. "That was the song. It was his mind calling out."

"I couldn't hear anything," Donna murmured. "He sang as he was dying."

Lilith didn't take her eyes off the dead Ood as she put her blaster back in it's "His eyes were red."

"What's that mean?"

"Trouble. Come on." They continued walking towards where the rocket was headed. "The Ood are harmless. They're completely benign. Except, the last time I met them, there was this force, like a stronger mind, powerful enough to take them over."

"What sort of force?"

"Oh, long story." the Doctor shrugged, dismissively.

"Long walk."

"It was the Devil," Lilith said.

Donna scoffed. "If you're going to take the mickey, I'll just put my hood back up."

"No seriously. Horned creature in the pits of hell and everything."

"Must be something different this time, though," the Doctor mused. "Something closer to home." They a factory came into sight "Ah ha! Civilization!"

The Doctor, Lilith, and Donna approached a tour group as the guide was giving a speech. "Ladies and gentlemen, welcome to the Ood Sphere. And isn't it bracing? Here are your information packs, with vouchers, 3D tickets and a map of the complex. My name's Solana, Head of Marketing. I'm sure we've all spoken on the vidfone. Now, if you'd like to follow me."

"Sorry, sorry, sorry. Late. Don't mind us. Hello. The guards let us through." The Doctor flashed the psychic paper.

"And you would be?" Solana asked.

"The Doctor, Lilith, and Donna Noble," the Doctor introduced.

"Representing the Noble Corporation PLC Limited, Intergalactic," Donna said.

Solana checked her clipboard. "Must have fallen off my list. My apologies. Won't happen again. Now then, Doctor Noble, Mrs. Noble, Miss Noble, if you'd like to come with me."

Lilith snickered.

"Oh, no, no, no, no. We're not married."

"We're so not married."

"Never."

"Never ever."

If the tour guide was confused, she didn't shot it. "Of course. And here are your information packs, vouchers inside. Now if you'd like to come with me, the Executive Suites are nice and warm."

An alarm sounded. "Oh, what's that?" the Doctor asked. "That sounds like an alarm."

"Oh, it's just a siren for the end of the work shift. Now then, this way, quick as you can." She led the tour group inside.

In the presentation area, three Ood were standing on small platforms, while others were taking around trays of drinks.

"As you can see, the Ood are happy to serve, and we keep them in facilities of the highest standard. Here at the Double O, that's Ood Operations, we like to think of the Ood as our trusted friends. We keep the Ood healthy, safe, and educated. We don't just breed the Ood. We make them better. Because at heart, what is an Ood, but a reflection of us? If your Ood is happy, then you'll be happy, too."

"Cheesy marketing at its finest," Lilith muttered.

"I'd now like to point out a new innovation from Ood Operations," Solana continued. "We've introduced a variety package with the Ood translator ball. You can now have the standard setting. How are you today, Ood"

The first Ood responded in the normal, monotonous Ood voice. "I'm perfectly well, thank you."

"Or perhaps after a stressful day, a little something for the gentlemen. And how are you, Ood?"

"All the better for seeing you," the second Ood said in a husky female voice.

"And the comedy classic option. Ood, you dropped something."

The third Ood used a voice reminiscent of Homer Simpson. "D'oh."

"All that for only five additional credits. The details are in your brochures. Now, there's plenty more food and drink, so don't hold back." Solana left.

The Doctor went to her lectern and used its computer access to light up the big screen. "Ah, got it. The Ood Sphere, I've been to this solar system before. Years ago. Ages. Close to the planet Sense Sphere."

' _With Susan?_ ' Lilith questioned.

' _Ian and Barbara, too._ ' "Let's widen out. The year 4126. That is the Second Great and Bountiful Human Empire."

Donna's eyes widened. "4126? It's 4126. I'm in 4126."

"It's good, isn't it?"

"What's the Earth like now?" she wondered.

"Bit full. But you see, the Empire stretches out across three galaxies."

"It's weird. I mean, it's brilliant, but. Back home, the papers and the telly, they keep saying we haven't got long to live. Global warming, flooding, all the bees disappearing. But look at us. We're everywhere. Is that good or bad, though? I mean, are we like explorers? Or more like a virus?"

"Sometimes I wonder," the Doctor admitted.

"So, the red dots," Lilith said, studying the map, "those are Ood distribution centers?"

"Yep."

"Across three galaxies? Don't the Ood get a say in this?" Donna went over to an Ood and gently touched his arm. "Er, sorry, but, tell me, are you all like this?"

The Ood lifted his translator ball. "I do not understand, Miss."

"Why do you say Miss? Do I look single?" Donna demanded.

"You are single, Donna," Lilith pointed out.

Donna glared at her. "Yeah. What I mean is, are there any free Ood? Are there Ood running wild somewhere, like wildebeest."

"All Ood are born to serve," the Ood responded. "Otherwise, we would die."

"But you can't have started like that. Before the humans, what were you like?"

The Ood twitched and blinked. "The circle.

"What do you mean? What circle?" the Doctor asked.

"The circ— the circle is—"

"Ladies and gentlemen," Solana interrupted, "all Ood to hospitality stations, please."

"I've had enough of the schmoozing. Do you fancy going off the beaten track?" The Doctor took out the map of the factory complex.

Donna grinned. "Rough guide to the Ood Sphere? Works for me."

They went back outside to the back of the factory. The Doctor used his sonic screwdriver on a gate in the wire mesh fencing.

" _Ood shift eight now commencing. Repeat. Ood shift eight now commencing,_ " a voice said over a loudspeaker.

The Doctor, Lilith, and Donna watched the Ood marching through in double file from an upper catwalk. One at the back fell down. A human stormed over and cracked a whip at the Ood.

Donna looked horrified. "Servants? They're slaves."

The Doctor watched with disgust. "Last time I met the Ood, I never thought. I never asked."

"That's not like you."

"They _were_ trying to kill me," Lilith mumbled.

"I was busy. So busy I couldn't save them," the Doctor said. "I had to let the Ood die. I reckon I owe them one."

A man in a suit paraded out of the building. "That looks like the boss," Donna noted.

"Let's keep out of his way. Come on."

They continued their search of the complex, stopping at a door. The Doctor unlocked it with the sonic and they went inside. It was full of shipping containers.

"Ood export," the Doctor explained. "You see? Lifts up the containers, takes them to the rocket sheds, ready to be flown out all over the three galaxies."

"What, you mean, these containers are full of…?" Donna trailed off.

Lilith eyed the containers with distaste. "Despicable." She opened one and it was filled with Ood, all standing silently.

"Oh, it stinks," Donna commented. "How many of them do you think there are in each one?"

"Hundred? More?"

"A great big empire built on slavery."

The Doctor shrugged. "It's not so different from your time."

"Oi! I haven't got slaves." Donna protested.

"Who do you think made your clothes?"

"Is that why you travel round with a human at your side? It's not so you can show them the wonders of the universe, it's so you can take cheap shots?"

"He's rude to everyone," Lilith said. "Not just humans."

"Honestly, Spaceman." Donna turned to the Ood. "I don't understand, the door is open, why don't you just run away?"

"For what reason?" an Ood asked.

"You could be free."

The Ood blinked. "I do not understand the concept."

Donna frowned. "What is it with that Persil ball? I mean, they're not born with it, are they? Why do they have to be all plugged in?"

"Beats me, but something tells me it's not pleasant process."

"Ood, tell me. Does the circle mean anything to you?" the Doctor questioned.

"The circle must be broken," all the Ood chorused

"Oh, that is creepy," Donna muttered.

"But what is it? What is the circle?"

"The circle must be broken," they repeated.

"Why?"

"So that we can sing."

Suddenly, an alarm went off. "Guessing the know we're here. Time to run?" Lilith suggested.

They ran, losing Donna somewhere along the way. Somewhere after getting lost in the maze of containers, the claw started chasing them. "Bad time to make a joke about Toy Story?"

"Don't even think about it!"

Whoever was controlling the claw managed to knock Lilith over, sending her flying into the Doctor and both of them tumbling to the floor. The guards caught up with them and marched them away.

"Doctor, get me out of here!" Donna's voice shouted from one of the containers.

"If you don't do what she says, you're really in trouble," the Doctor said. "Not from me, from her."

"Unlock the container," the lead guard ordered. Two of them opened the doors and Donna ran out.

The Doctor hugged her. "There we go, safe and sound."

"Never mind about me. What about them?" she pointed back to the Ood.

One of the Ood killed the guard by the container door.

"Red alert. Fire!" the lead guard shouted. Ood started coming out of other containers. "Shoot to kill!"

While the guards fired their guns, Lilith, the Doctor and Donna bolted outside where they were joined by Solana.

"If people back on Earth knew what was going on here," Donna panted.

"Oh, don't be so stupid," Solana scoffed. "Of course they know."

"They know how you treat the Ood?"

"They don't ask. Same thing."

"Same thing?" Lilith demanded, outraged.

"Solana, the Ood aren't born like this," the Doctor said. "They can't be. A species born to serve could never evolve in the first place. What does the company do to make them obey?"

"That's nothing to do with me."

"What, because you don't ask?" Lilith snarked.

"That's Doctor Ryder's territory."

The Doctor pulled out his map. "Where's he? What part of the complex? I could help with the red eye. Now show me."

"There," Solana pointed. "Beyond the red section."

"Come with me. You've seen the warehouse. You can't agree with all this. You know this place better than me. You could help."

The tour guide looked at them, torn, before turning and shouting, "They're over here! Guards! They're over here!"

Lilith shook her head and followed the Doctor and Donna as they ran off.


	9. Of Red Eyes and White Orbs Part 2

The Ood were a telepathic species. That Lilith knew. But she didn't think they were strong enough for the faint buzzing in the back of her mind to become a whole, clear, sad, yet beautiful song.

"Oh, can you hear it?" the Doctor said, sonicing the door open. "I didn't need the map. I should have listened." He closed the door behind them and fried the lock.

"Hold on," Donna protested. "Does that mean we're locked in?"

He paid her no mind. "Listen. Listen, listen, listen, listen."

The ethereal music rang through Lilith's mind. She pressed he heel of her palm against her forehead. "Oh, my head."

"What is it?" Donna asked.

"Can't you hear it? The singing?"

Groups of Ood were sitting in cages. They turned away from the trio. "They look different to the others," Donna noticed.

"That's because they're natural born Ood," the Doctor said. "Unprocessed, before they're adapted to slavery. Unspoilt. That's their song."

"I can't hear it."

"Do you want to?"

Donna nodded. "Yeah."

"It's the song of captivity," the Doctor warned.

"Let me hear it," she insisted. He put his fingers to her temples and Lilith could see the moment Donna started tearing up as she heard the Oodsong. "Take it away. I can't bear it."

The Doctor disconnected her from the telepathic field.

"I'm sorry," she whispered.

"It's okay."

"But you can still hear it."

"All the time." The Doctor soniced open the cage. The Ood cowered in the corner. "What are you holding? Show me. Friend. Lilith, Doctor, Donna. Friend. Let me see. Look at me. Let me see. That's it. That's it, go on. Go on."

The Ood opened his hands. He was holding a small brain.)

Donna's jaw dropped. "Is that?"

"A brain," Lilith breathed. "A hind brain."

"The Ood are born with a secondary brain," the Doctor explained. "Like the amygdala in humans, it processes memory and emotions. You get rid of that; you wouldn't be Donna any more. You'd be like an Ood. A processed Ood."

"So the company cuts off their brains?" Donna asked, appalled.

"And stitch on the translator," Lilith spat.

"Like a lobotomy. I spent all that time looking for you, Doctor, because I thought it was so wonderful out here. I want to go home," the elder ginger said, quietly.

"Donna—"

The door crashing open cut Lilith off. The Doctor locked the three of them in with the Ood. "What you going to do, then? Arrest us? Lock us up? Throw us in a cage? Well, you're too late. Ha!"

Lilith face palmed.

* * *

Lilith, the Doctor, and Donna were handcuffed to some pipes.

The boss, Halpen, clasped his hands behind his back. "Why don't you just come out and say it? FOTO activists."

"If that's what Friends Of The Ood are trying to prove, then yes," the Doctor said.

"The Ood were nothing without us, just animals roaming around on the ice."

"That's because you can't hear them!" Lilith hissed.

"They welcomed it," Halpen dismissed. "It's not as if they put up a fight."

"You idiot!" Donna snapped. "They're born with their brains in their hands. Don't you see? That makes them peaceful. They've got to be, because a creature like that would have to trust anyone it meets."

"The system's worked for two hundred years. All we've got is a rogue batch," Halpen said. "But the infection is about to be sterilized. Mister Kess. How do we stand?"

" _Canisters primed, sir. As soon as the core heats up, the gas is released. Give it two hundred marks and counting,_ " someone said over a communicator.

"You're going to gas them?" the Doctor demanded.

"Kill the livestock. The classic foot and mouth solution from the olden days. Still works." Halpen sneered. An alarm sounded. "What the hell?" He stormed out of the room.

Lilith shifted. "Am I the only one who has a really bad feeling about this?"

Halpen came back in. "Change of plan."

"There are no reports of trouble off world, sir," his partner reported. "It's still contained to the Ood Sphere."

"Then we've got a public duty to stop it before it spreads."

"What's happening?" Lilith asked.

"Everything you wanted. No doubt there'll be a full police investigation once this place has been sterilized, so I can't risk a bullet to the head. I'll leave you to the mercies of the Ood."

"But Mister Halpen," the Doctor said, "there's something else, isn't there? Something we haven't seen."

"What do you mean?" questioned Donna.

"A creature couldn't survive with a separate forebrain and hind brain, they'd be at war with themselves. There's got to be something else, a third element, am I right?"

Halpen studied the Doctor. "And again, so clever."

"But it's got to be connected to the red eye. What is it?"

"It won't exist for very much longer. Enjoy your Ood." He left the Doctor, Donna, and Lilith alone.

Donna struggled against the handcuffs. "Well, do something. You're the one with all the tricks. You must have met Houdini."

"These are really good handcuffs," the Doctor said through gritted teeth.

"Oh well, I'm glad of that. I mean, at least we've got quality."

Three red-eyed Ood came in holding their translator balls. Lilith swore in Gallifreyan.

"Lilith, Doctor, Donna, friends," the Doctor said.

"The circle must be broken," Donna tried.

"Friends of the Ood," was Lilith's attempt.

"Lilith, Doctor, Donna, friends."

"The circle must be broken."

"Friends of the Ood."

The Ood kept approaching; the trio kept repeating themselves, more insistently each time. Then, the Ood stopped. "Lilith. DoctorDonna. Friends."

They sighed in relief. "Too close for comfort, there. Thank you," Lilith said to the Ood.

"Come on, we need to find the third element before Halpen destroys it." Lilith and Donna followed the Doctor out into the cold air. "I don't know where it is. I don't know where they've gone."

"What are we looking for?"

"It might be underground, like some sort of cave, or a cavern, or—" Something exploded, knocking the three of them down. "All right?" the Doctor coughed.

As the smoke cleared, and Ood was standing in front them. "Lilith, DoctorDonna, I am Ood Sigma. Allow me to escort you to your destination."

The two Gallifreyans exchanged glances before following the Ood through the carnage to a warehouse. The Doctor soniced the door controls and pushed it open. Below them was what looked like a very large brain.

"The Ood Brain. Now it all makes sense, That's the missing link. The third element, binding them together. Forebrain, hind brain, and this, the telepathic center. It's a shared mind, connecting all the Ood in song."

"Cargo." They whipped their head around to look at Halpen. "I can always go into cargo. I've got the rockets; I've got the sheds. Smaller business. Much more manageable without livestock."

"He's mined the area," the partner warned them.

"You're going to kill it?" Lilith growled.

Halpen ignored her. "They found that thing centuries ago beneath the Northern Glacier."

"Those pylons," the Doctor said.

"In a circle." Donna understood. "The circle must be broken."

"Damping the telepathic field. Stopping the Ood from connecting for two hundred years."

"And you, Ood Sigma, you brought them here. I expected better.

"My place is at your side, sir." The Ood joined Halpen.

He chuckled. "Still subservient. Good Ood."

"If that barrier thing's in place, how come the Ood started breaking out?" Donna wondered.

"Maybe it's taken centuries to adapt," Lilith suggested. "And now the subconscious is reaching out."

"But the process was too slow. It had to be accelerated. You should never give me access to the controls, Mister Halpen." The partner laughed at the boss. "I lowered the barrier to its minimum. Friends Of The Ood, sir. It's taken me ten years to infiltrate the company, and I succeeded."

"Yes. Yes, you did." Halpen threw the man over the catwalk railing and onto the giant brain, which absorbed him.

"You murdered him!" gasped Donna.

"Very observant, Ginger." Lilith pulled Donna behind her and gripped her blaster when Halpen pulled out a gun. "Now then, can't say I've ever shot anyone before. Can't say I'm going to like it. But er, it's not exactly a normal day, is it? Still."

Ood Sigma stepped forward. "Would you like a drink, sir?"

Halpen frowned. "I think hair loss is the least of my problems right now, thanks."

The Ood stood in front of the Doctor. "Please have a drink, sir."

"If, if you're going to stand in their way, I'll shoot you too."

"Please have a drink, sir."

The human's eyes widened as he started to shake. "Have, have you poisoned me?"

"Natural Ood must never kill, sir," Sigma said.

"What is that stuff?" The Doctor nodded to the small cup the Ood was holding.

"Ood graft suspended in a biological compound, sir."

"What the hell does that mean?" Halpen demanded.

"Oh, well," Lilith smirked.

"Tell me!"

"Funny thing, the subconscious," the Doctor said. "Takes all sorts of shapes. Came out in the red eye as revenge, came out in the rabid Ood as anger, and then there was patience. All that intelligence and mercy, focused on Ood Sigma. How's the hair loss, Mister Halpen?"

Halpen reached to his head and a clump of hair came away in his hand. "What have you done?"

"Oh, they've been preparing you for a very long time. And now you're standing next to the Ood Brain, Mister Halpen, can you hear it? Listen."

"What have you? I'm not…" Halpen's face went blank. He dropped his gun, reached for his head and, to Lilith and Donna's disgust, peeled the skin off. Tentacles fell out of his mouth.

"They, they turned him into an Ood?" Donna gaped.

"We have reached a whole new level of weird here," Lilith muttered.

Halpen sneezed and a small hindbrain flopped into his hands.

"He has become Oodkind," Sigma said, "and we will take care of him."

Donna stared at the newly created Ood. "It's weird, being with you. I can't tell what's right and what's wrong any more."

"It's better that way." The Doctor shrugged. "People who know for certain tend to be like Mister Halpen."

Something beeped. "Dad, the bombs!" Lilith reminded him.

"Oh!" The Doctor deactivated the explosives. "That's better. And now, Sigma, would you allow me the honor?"

Sigma nodded. "It is yours, Doctor."

The Doctor grinned. "Oh, yes! Stifled for two hundred years, but not any more. The circle is broken. The Ood can sing!" The current around the Ood Brain shut off and the song in Lilith's head got louder, slow but happy.

"I can hear it!" Donna laughed.

Lilith beamed. "Now that's what I call a song."

* * *

The three travelers and a group of Ood stood outside the TARDIS.

"The message has gone out," the Doctor said. "That song resonated across the galaxies. Everyone heard it. Everyone knows. The rockets are bringing them back. The Ood are coming home."

Sigma lifted his translator. "We thank you, Lilith, DoctorDonna, friends of Oodkind. And what of you now? Will you stay? There is room in the song for you."

The Doctor shook his head. "Oh, I've, we've sort of got a song of our own, thanks."

"I think your song must end soon."

The Time Lord frowned. "Meaning?"

"Every song must end," Sigma replied.

"Yeah." The Doctor's voice was uncertain. "Er, what about you?" he asked Donna. "You still want to go home?"

Donna smiled. "No. Definitely not."

"Then we'll be off," the Doctor declared.

All of the Ood raised their hands. "Take this song with you."

Donna nodded. "We will."

"Always," Lilith promised.

"And know this, Lilith, DoctorDonna. You will never be forgotten. Our children will sing of the DoctorDonna, and our children's children, and the wind and the ice and the snow will carry your names forever."

The Doctor, Lilith, and Donna went into the TARDIS, and the Doctor pulled the dematerialization lever. Lilith shook off the Ood's ominous words and smiled. There were plenty of adventures left to have.

The song wasn't over yet.

* * *

 **A/N:** Alright, guys, little note here. The cannon relationship between Donna and the Doctor is sacred, believe me, I know. But, as much as I wish it could be, my writing is _not cannon._ Donna is not the only one the Doctor has to confide in and rely on. He has Lilith too. That is bound to change the dynamic between the two. Sorry if you don't like it, but that's the way that the series has been working out in this rewrite and I'm doing my best to do Donna's character and their friendship justice.


	10. Thoughts of a Time Lady

No matter how hard she tried, Lilith was not able to get the Ood Sigma's words out of her head— _I think you song must end soon, every song must end_ — nor could she forget the expression on her father's face when the Ood had said it. Confusion. Curiosity. Shock. Fear?

If there was one thing the tenth incarnation of the Doctor was good at, it was running. Lilith was born on the run. She spent with first half of a century of her life with her parents on the run from the end of the Doctor's song. She remembered with clarity the fear in his face when he knew that the end had come.

Why was she thinking about that, anyway? Donna had only just joined them; it would be years, over one hundred, until the end of his song caught up with the Doctor. Why had Ood Sigma brought it up so soon in the Doctor's current life? More to the point, what was with the way he said their names?

 _DoctorDonna_.

It was important. Lilith could tell from the way memories were knocking against the barriers in her mind, the way they did when there was something she should know. The DoctorDonna, Sigma had said. The phrase sent a thrill though her, conflicting with the pang of sadness that followed. It was important, so important. The most important thing in the universe.

Though that's a bit dramatic.

What was go important about Donna Noble?


	11. Back to London Part 1

"I can't believe I'm doing this!" Donna exclaimed.

The Doctor and Lilith stood back watching her as she flew the TARDIS. "No, neither can I," the Doctor muttered. "Oh, careful." He hits the console with the rubber mallet and pulled a lever, then let Donna take control again.

"Left hand down," Lilith instructed. "Getting a bit too close to the 1980s."

"What am I going to do, put a dent in them?" Donna asked, sarcastically.

"Well, someone did," the Doctor said.

A phone started ringing. "Hold on. That's a phone."

The Doctor picked a flip phone from a socket in the console. He answered it. "Hello?"

Lilith heard a familiar voice on the other end and squealed with delight. "Martha!"

The Doctor quickly set the coordinates and the TARDIS materialized. He and Lilith stepped out of the ship. "Martha Jones."

"Doctor," she greeted. They hugged. "Lilith, good to see you."

Lilith grinned and hugged her too. "Always a pleasure, Aunt Martha."

Donna came out of the TARDIS.

"Right. Should have known. Didn't take you long to replace me, then," Martha said.

"Now, don't start fighting. Martha, Donna. Donna, Martha. Please don't fight. Can't bear fighting."

"You wish," Donna snorted. The women shook hands. "I've heard all about you. He talks about you all the time."

Martha raised her eyebrows. "I dread to think."

"No, no, no. No, ne says nice things. Good things. Nice things. Really good things."

"Oh my God. He's told you everything."

Lilith snickered.

"Didn't take long to get over it though." Donna noted the ring on Martha's finger. "Who's the lucky man?"

"What man?" the Doctor asked. "Lucky what?"

"She's engaged, you prawn."

Lilith frowned. Mickey was still in Pete's world. "Really? To who?"

"Tom," Martha answered. "That Tom Milligan. He's working out in Africa right now."

The Time Lady cracked a smile. "You mean that doctor we traveled with?"

"Yes, I know, I've got a doctor who disappears off to distant places. Tell me about it."

"Is he skinny?" Donna questioned.

"No, he's sort of strong."

The ginger companion jabbed her thumb at the Doctor. "He is too skinny for words. You give him a hug; you get a paper cut."

"Alien streak of nothing," Lilith teased.

The Doctor rolled his eyes. "Oh, I'd rather you were fighting."

" _Doctor Jones, report to base, please. Over,_ " a voice said over a walkie-talkie."

Martha answered it. "This is Doctor Jones. Operation Blue Sky is go, go, go. I repeat, this is a go."

A convoy of jeeps, trucks, and a squad of the Parachute Regiment went past. A car with Army top brass goes past, and they all headed to the ATMOS factory.)

"Greyhound Six to Trap One. B Section, go, go, go. Search the ground floor. Grid pattern delta," Martha said.

"What are you searching for?" the Doctor asked.

"Illegal aliens." She went back to her walkie-talkie. "B section mobilized. E section, F section, on my command." She ran off to join the troops under her command.

"Is that what you did to her?" Donna said quietly. "Turned her into a soldier?"

Lilith sighed. "Believe me, that was not his intention."

"And you're qualified now," the Doctor said, catching up to Martha. "You're a proper doctor."

"Military doctor, just like I was told." Martha winked at Lilith. "UNIT rushed it through, given my experience in the field. Here we go. We're establishing a field base on site. They're dying to meet you."

"Wish I could say the same," the Doctor muttered. They got into the back of a truck.

UNIT. Well, this was going to get interesting.

* * *

"Operation Blue Sky complete, sir," Martha reported to a higher up. "Thanks for letting me take the lead. And, this is the Doctor. Doctor, Colonel Mace."

"Sir." Colonel Mace saluted

The Doctor made a face. "Oh, don't salute."

"But it's an honor, sir. I've read all the files on you. Technically speaking, you're still on staff. You never resigned."

"What, you used to work for them?" Donna looked shocked.

The Doctor shrugged. "Yeah, long time ago. Back in the 70's. Or was it the 80's? But it was all a bit more homespun back then."

"Times have changed, sir."

"Yeah, that's enough of the sir."

"Come on, though, Doctor. You've seen it," Martha said. "You've been on board the Valiant. We've got massive funding from the United Nations, all in the name of Home World Security."

Mace nodded. "A modern UNIT for the modern world."

"What, and that means arresting ordinary factory workers, in the streets, in broad daylight? It's more like Guantanamo Bay out there. Donna, by the way. Donna Noble, and this is Lilith Smith, since you didn't ask. We'll have a salute."

Mace looked at the Doctor, who gave a sort of nod, so the Colonel saluted the two women. "Ma'am, Collector."

Collector?

"Tell me, what's going on in that factory?" the Doctor questioned.

"Yesterday, fifty two people died in identical circumstances, right across the world, in eleven different time zones," Mace informed him. "Five a.m. in the UK, six a.m. in France, eight a.m. in Moscow, one p.m. in China."

The Doctor frowned. "You mean they died simultaneously."

"Exactly. Fifty two deaths at the exact same moment, worldwide."

"How did they die?"

"They were all inside their cars."

"They were poisoned," Martha said. "I checked the biopsies. No toxins. Whatever it is left the system immediately."

"What have the cars got in common?" asked Lilith.

"Completely different makes. They're all fitted with ATMOS, and that is the ATMOS factory."

"What's ATMOS?" the Doctor wondered.

Donna scoffed. "Oh, come on. Even I know that. Everyone's got ATMOS."

"Stands for Atmospheric Omission System," Martha told the Doctor. "Fit ATMOS in your car, it reduces CO2 emissions to zero."

"Zero? No carbon, none at all?" Lilith shook her head. "I'm calling bull."

"And you get sat-nav and twenty quid in shopping vouchers if you introduce a friend," Donna added. "Bargain."

"And this is where they make it, Doctor," Mace said. "Shipping worldwide. Seventeen factories across the globe, but this is the central depot, sending ATMOS to every country on Earth."

"And you think ATMOS is alien."

"It's our job to investigate that possibility, Doctor." The Colonel led them through the factory to a room where the ATMOS device was laid out on a table. "And here it is, laid bare. ATMOS can be threaded through any and every make of car."

"You must've checked it before it went on sale," Lilith said.

Martha nodded. "We did. We found nothing. That's why I thought we needed an expert."

The Doctor put on his specs. "Really? Who'd you get?

Lilith face palmed. "You, Dad. They called you."

"Oh, right. Me, yes. Good."

"Okay," Donna said, "so why would aliens be so keen on cleaning up our atmosphere?"

"A very good question," the Doctor murmured.

"Maybe they want to help. Get rid of pollution and stuff."

"Do you know how many cars there are on Earth?" Lilith asked Donna. "Eight hundred _million_. Imagine that. If you could control every car, you'd have eight hundred million weapons with at least five ways to kill a person."

"I'm going to go check the office." Donna decided and left.

The Doctor nodded absently as he and Lilith studied the ATMOS components. Ionizing nano-membrane carbon dioxide converter. Which means that ATMOS works. Filters the CO2 at a molecular level."

"We know all that," Mace said, "but what's its origin? Is it alien?"

Lilith shook her head. "No, but it's decades ahead of its time."

The Doctor looked up at Mace. "Look, do you mind? Could you stand back a bit?"

Mace frowned. "Sorry, have I done something wrong?"

"You're carrying a gun. I don't like people with guns hanging around me, all right?"

"If you insist." Mace left too.

"Tetchy," Martha noted.

"Well, it's true."

"He's a good man."

"People with guns are usually the enemy in my books."

"Lilith carries a gun," the human pointed out.

The Doctor didn't bother to look at her. "I couldn't get her to give up that thing if I tried."

"And it's not like he let's me use it that much, anyway," Lilith grumbled.

"Besides, look at me," Martha said. "Am I carrying a gun?"

The Doctor sighed. "Suppose not."

"It's all right for you. You can just come and go, but some of us have got to stay behind. So I've got to work from the inside, and by staying inside, maybe I stand a chance of making them better.

Lilith elbowed Martha. "That sounds more like Martha Jones."

"I learned from the best."

"Well," the Doctor said with false modesty.

Mace and Donna came in. Donna was holding an empty folder. "Oi, you lot. All your storm troopers and your sonics. You're rubbish. Should've come with me."

"Why, where have you been?" the Doctor asked.

"Personnel. That's where the weird stuff's happening, in the paperwork. Because I spent years working as a temp, I can find my way round an office blindfold, and the first thing I noticed is an empty file."

"Why, what's inside it? Or what's not inside it?"

"Sick days." She opened the folder. "There aren't any. Hundreds of people working here and no one's sick. Not one hangover, man flu, sneaky little shopping trip, nothing. Not ever. They don't get ill."

Mace took the folder. "That can't be right."

"You've been checking out the building," Donna said. "Should've been checking out the workforce."

Martha grinned. "I can see why he likes you. You are good."

"Super temp." Donna preened.

"Doctor Jones, set up a medical post. Start examining the workers. I'll get them sent through," Mace ordered.

"Come on, Donna. Give me a hand." Martha and Donna went one way; Mace went the other. The Doctor and Lilith followed the Colonel.

He led them to a room with a large computer screen. "Luke Rattigan. Child genius. Invented the Fountain Six search engine when he was twelve years old. Millionaire overnight. Now runs the Rattigan Academy. A private school, educating students handpicked from all over the world."

The Doctor looked impressed. "A hothouse for geniuses. Wouldn't mind going there." He headed out into the main factory.

"I must insist that I accompany you," Mace said.

"You are not coming with us. I want to talk to this Luke Rattigan, not point a gun at him."

"It's ten miles outside London. How are you going to get there?"

The Doctor looked at him with what Lilith recognized as the 'dribbled-on-your-shirt-' look. "Well then, get me a jeep."

"According to the records you travel by TARDIS," Mace noted.

"Yeah, but if there is a danger of hostile aliens, I think it's best to keep a super-duper time machine away from the front lines."

The Colonel cocked and eyebrow. "I see. Then you do have weapons, but you choose to keep them hidden. Jenkins?"

A young man came over. "Sir."

"You will accompany the Doctor and take orders from him," Mace ordered.

"Yeah, I don't do orders." The Doctor made a face.

"Any sign of trouble, get Jenkins to declare a Code Red. And good luck, sir, ma'am." Mace saluted and left.

"I said no salutes," the Doctor complained.

Lilith smirked. "Now who's giving orders?"

"Oi! Cheeky. You don't get that from me."

Donna approached them. Lilith frowned at the look on her face. "Doctor."

The Doctor grabbed Donna's hand and pulled her along. "Oh, just in time. Come on, come on, we're going to the country. Fresh air and geniuses, what more could you ask?"

"I'm not coming with you," she said. "I've been thinking. I'm sorry. I'm going home."

The grin slid off the Doctor's face. "Really?"

"I've got to."

The Doctor rocked back on his heels. "Oh, if that's what you want. I mean, it's a bit soon. I had so many places I had wanted to take you. The Fifteenth Broken Moon of the Medusa Cascade, the Lightning Skies of Cotter Palluni's World, Diamond Coral Reefs of Kataa Flo Ko. Thank you. Thank you, Donna Noble, it's been brilliant. You've, you've saved my life in so many ways. You're…" Lilith tried, and failed, to suppress a laugh when the penny dropped. "You're just popping home for a visit, that's what you mean."

Donna nodded with a smirk. "You dumbo."

"And then you're coming back."

"Know what you are? A great big outer space dunce."

The Doctor looked down, ashamed. "Yeah."

"Ready when you are, sir." Jenkins called from the car.

"What's more, you can give me a lift. Come on," Donna said. They got in the Jeep.

Lilith looked at her father, grinning from ear to ear. "The broken moon of what?"

"I know, I know."

The two women spent the rest of the ride to the Noble household laughing.


	12. Back to London Part 2

The jeep drove through the grounds of the school. "UNIT's been watching Rattigan Academy for ages. It's all a bit Hitler Youth. Exercise at dawn and classes and special diets.

"Ross, one question," Lilith said. "If UNIT thinks that ATMOS is suspicious, then—"

"How come we've got it in the jeeps?" Ross finished. "Yeah, tell me about it. They're fitted as standard on all government vehicles. We can't get rid of them till we can prove there's something wrong. Drives me around the bend." He said the last sentence as he turned right.

"Oh, nice one," the Doctor complimented.

"Timed that perfectly."

" _This is you final destination,_ " the ATMOS system said.

They got out of the jeep, and walk up to Rattigan who was standing still while the students were running around the building.

"Is it PE?" the Doctor asked, somewhat joking. "I wouldn't mind a kick around, I've got me daps on."

Luke clasped his hands behind his back. "I suppose you're the Doctor?"

"Hello."

"And you are?" Luke asked, eyeing Lilith. The Doctor bristled.

"Not interested," she said stiffly. "But I'm the Collector."

The boy clenched his jaw. "Your commanding officer phoned ahead."

"Ah, but I haven't got a commanding officer," the Doctor said. "Have you?" The two geniuses stared at each other for a moment. "Oh, this is Ross. Say hello, Ross."

"Good afternoon, sir." Ross nodded at Luke.

"Let's have a look, then. I can smell genius!" The Doctor grinned. "In a good way."

"This way." Luke led them to the Academy laboratory.

The Doctor lit up. "Oh, now, that's clever. Look!" He put on his specs and pulled Lilith over. "Single molecule fabric, how thin is that? You could pack a tent in a thimble. Ooh! Gravity simulators!" Terraforming, biospheres, nano-tech steel construction. This is brilliant! Do you know, with equipment like this you could, ooh, I don't know…

"Move to another planet?" Lilith suggested, looking at Luke suspiciously. "Or something along those lines."

' _None of this should be here_ ,' the Doctor thought to Lilith.

' _Seriously. Terraforming? That's way beyond a twenty first century kid genius._ '

Luke smiled tightly. "If only that was possible."

"If only that were possible," the Doctor corrected. "Conditional clause."

"Grammar Nazi," Lilith coughed.

Luke glared at him. "I think you'd better come with me." They were brought to a large, open room with what looked suspiciously like a transmat in the corner. "You're smarter than the usual UNIT grunts, I'll give you that."

The Doctor looked mildly affronted. "He called you a grunt. Don't call Ross a grunt. He's nice. We like Ross. Look at this place."

"What exactly do you want?" Luke demanded.

The Time Lord shrugged. "I was just thinking. What a responsible eighteen year old. Inventing zero carbon cars? Saving the world."

"Takes a man with vision."

"Mm, blinkered vision. Because ATMOS means more people driving. More cars, more petrol. End result, the oil's going to run out faster than ever. The ATMOS system could make things worse."

Luke grasped his chance to try to make the Doctor look stupid. "Yeah. Well, you see, that's a tautology. You can't say ATMOS system because it stands for Atmospheric Emissions System. So you're just saying Atmospheric Emissions System system. Do you see, Mister Conditional Clause?"

Lilith made no attempt to hide the disgust on her face. "It's been a long time since anyone said no to you, hasn't it?"

"Not easy, is it? Being clever," the Doctor said. "You look at the world and you connect things, random things, and think, why can't anyone else see it? The rest of the world is so slow."

"Yeah."

"And you're all on your own."

"I know."

The Doctor whipped an ATMOS device out of his transdimensional pockets. "But not with this. Because there's no way you invented this thing single handed. I mean, it might be Earth technology, but that's like finding a mobile phone in the Middle Ages. No, no, I'll tell you what it's like. It's like finding this in the middle of someone's front room. Albeit it's a very big front room." He put his hand on the transmat

"Why, what is it?" Ross asked.

"Yeah, just looks like a thing, doesn't it? People don't question things. They just say, oh, it's a thing."

"Leave it alone," Luke warned.

The Doctor stepped into the transmat. "Me, I make these connections. And this, to me, looks like a teleport pod." He pushed a button and vanished.

"For a genius, that man is extraordinarily stupid," Lilith muttered.

"Why?" Ross questioned.

"That thing could teleport him anywhere. He's a moron."

The Doctor reappeared. "Ross, get out! Luke, you've got to come with us."

Someone in a sort of battle armor appeared just before the Doctor could zap the teleport with the sonic screwdriver.

Lilith pulled out her blaster. "Sontaran!"

"That's your name, isn't it?" the Doctor added. "You're a Sontaran. How did we know that, hey? Fascinating isn't it? Isn't that worth keeping us alive?"

Ross pointed his gun at the Sontaran. "I order you to surrender in the name of the Unified Intelligence Taskforce."

"Well that's not going to work," the Doctor said. "Cordolaine signal, am I right? Copper excitation stopping the bullets. Lilith, put the blaster away."

"He's got a demmatrix rod, Dad. The blaster is justified."

"How do you know so much?" the Sontaran demanded. "Who are they?

"He didn't give his name," Luke insisted. "But she's Lilith Smith."

"There you go," Lilith snorted, "a human being a typical human. But you're not being a typical Sontaran, are you?" she accused. "Hiding? Using teenagers? Stopping bullets? A Sontaran should face bullets with dignity. For shame."

"You dishonor me!"

"Yeah?" she taunted. "Then show yourself."

"I will look into my enemy's eyes!" The Sontaran removed his helmet.

Ross stared. "Oh my God."

"And your name?" the Doctor asked.

"General Staal, of the Tenth Sontaran Fleet. Staal the Undefeated."

Lilith made a face. "Well, that's not a very good name. What if you do get defeated? Staal the Somewhat Undefeated But More Like Ninety Seven Percent So Never Mind?"

The Doctor snickered.

"He's like a potato," Ross said, "a baked potato. A talking baked potato."

"Now, Ross, don't be rude," the Doctor chided. "You look like a pink weasel to him." He started playing with a squash racket and ball. "The Sontarans are the finest soldiers in the galaxy, dedicated to a life of warfare. A clone race, grown in batches of millions with only one weakness."

"Sontarans have no weakness!" Staal declared.

"No, it's a good weakness."

"Aren't you meant to be clever?" Luke hissed. "Only an idiot would provoke him."

"He's the dumbest genius known to man," Lilith grumbled.

The Doctor continued his rant. "No, but the Sontarans are fed by a probic vent in the back of their neck. That's their weak spot. Which means, they always have to face their enemies in battle. Isn't that brilliant? They can never turn their backs."

"We stare into the face of death!"

"Yeah? Well, stare at this." The Doctor smashed the ball into the back of the teleport pod, where it rebounded and hit Staal right on the probic vent. "Run!"

He, Lilith, and Ross sprinted out of the room, through the lab, and out of the building. They got in the Jeep and drove away as fast as they could.

"Greyhound Forty to Trap One. Repeat, can you hear me? Over," the Doctor said into the walkie-talkie.

"Why's it not working?" Ross asked.

"The Sontarans," Lilith spat. "If they can trace that, they can isolate the ATMOS."

" _Turn left_ ," the ATMOS device said.

"Try going right," the Doctor suggested.

"It said left."

Lilith rolled her eyes. "We heard. Go right."

Ross tried to turn the wheel, but it turned the other way instead. "I've got no control. It's driving itself. It won't stop."

The Doctor tried to sonic the ATMOS. "Ah, it's deadlocked! I can't stop it."

" _Turn left_."

"The sat-nav's just a box, wired through the whole car."

"We're headed for the river!" Ross said.

"ATMOS, are you programmed to contradict my orders?" the Doctor demanded.

" _Confirmed._ "

"Anything I say, you'll ignore it?"

" _Confirmed._ "

"Then drive into the river," the Doctor ordered. "I order you to drive into the river. Do it. Drive into the river." The jeep stopped at the edge of the river and the three of them got out, hurrying away from the Jeep. "Get down!

The sat-nav went bang with a few sparks and a bit of smoke. Lilith frowned. "Aw, was that it?"

The Doctor stared at her. "I'm sorry, are you upset there wasn't a big, flaming explosion?"

She shrugged. "What can I say? Gotta love the explosions."

* * *

The Doctor rang the doorbell to the Noble house and Donna answered. "You would not believe the day we're having," he said, pulling Donna over to the family car.

He found the ATMOS device below the engine bay.

"I'll requisition us a vehicle," Ross offered.

"Anything without ATMOS," Lilith reminded him.

"And don't point your gun at people," the Doctor added.

Ross left just as Donna's grandfather came out of the house. "Is it him? Is it him? Is it the Doctor?" When he saw Lilith and the Doctor, his eyes widened. "Ah, it's you two!"

Lilith tilted her head to the side. "It's you."

Donna looked shocked. "What, have you met before?"

"Christmas Eve," the Time Lady explained. "We were teleported back to that replica of the Titanic before Dad could finish his sentence."

"And you never said?" Donna asked her grandfather.

"Well, you never said. Wilf, sir. Wilfred Mott. You must be one of them aliens."

"Yeah, but don't shout it out. Nice to meet you properly, Wilf." The Doctor shook Wilf's hand.

The old man stared at it. "Oh, an alien hand."

Lilith giggled. "Lilith Smith, sir," she introduced.

"You're his daughter, then?"

"Yep, that's me," she said with a smile.

"Donna, anything?" the Doctor asked.

Donna, who was trying to call Martha, frowned at the phone. "She's not answering. What is it, Sontorans?"

"Sontarans," the Doctor corrected. "But there's got to be more to it. They can't be just remote controlling cars. That's not enough. Is anyone answering?"

"Hold on." Apparently, Martha had answered. "Martha. Hold on, he's here."

"Martha, tell Colonel Mace it's the Sontarans. They're in the file. Code Red, Sontarans. But if they're inside the factory tell them not to start shooting. UNIT will get massacred. I'll get back as soon as I can. You got that?"

Lilith heard Martha reply and the Doctor turned back to the car with the hood up.

"But you tried sonicing it before. You didn't find anything," Donna pointed out.

"Yeah, but now I know it's Sontaran, I know what I'm looking for."

"The thing is, Doctor," Wild said, "that Donna is my only grandchild. You got to promise me you're going to take care of her."

"Believe me, Wilf, she takes care of him." Lilith smirked.

"Oh yeah, that's my Donna. Yeah, she was always bossing us round when she was tiny. The Little General we used to call her."

Lilith cocked an eyebrow. "Oh, really?"

Donna rolled her eyes. "Yeah, don't start."

"And some of the boys she used to turn up with," Wilf continued. "Different one every week. Here, who was that one with the nail varnish?"

"Matthew Richards," Donna replied. "He lives in Kilburn now. With a man."

"Is that a problem?" Lilith asked, defensively. Wilf looked at her, confused.

"Lilith likes girls," Donna explained.

Spikes suddenly popped out of the ATMOS device. "Whoa! It's a temporal pocket! I knew there was something else in there. It's hidden just a second out of sync with real time."

"But what's it hiding?" Donna wondered.

Donna's mother— Sylvia, Lilith thought— came over. "I don't know, men and their cars. Sometimes I think if I was a car." She got a good look at the Doctor. "Oh, it's you! Doctor what was it?"

"Yeah, that's me." The Doctor waved without looking up.

"What, have you met him as well?" Wilf asked.

"Dad, it's the man from the wedding. When you were laid up with Spanish flu. I'm warning you, last time that man turned up it was a disaster."

Lilith sighed. "Yeah, trouble seems to follow him everywhere."

The spikes started giving off gas. "Get back!" the Doctor shouted. He pointed the sonic at the car and buzzed it. "That'll stop it."

It caused a bang and extra smoke, but the gas stopped. "I told you!" Sylvia exclaimed. "He's blown up the car! Who is he, anyway? What sort of doctor blows up cars?"

"Excuse you, that's my dad you're talking about!" Lilith snapped.

"Oh, not now, Mum!" Donna hissed.

Sylvia rolled her eyes. "Oh, should I make an appointment?"

The Doctor poked at the device with the sonic. "That wasn't just exhaust fumes, Some sort of gas. Artificial gas."

"And it's aliens, is it?" Wilf questions. "Aliens?"

"But if it's poisonous," Lilith said, "then they've got poisonous gas in every car on Earth."

Wilf got in the car. "It's not safe. I'm going to get it off the street." The car locked him inside and started the engine. Thick gas came from the exhaust pipe.

"Hold on! Turn it off. Granddad, get out of there!" Donna shouted.

"I can't! It's not locked! It's them aliens again!"

"What's he doing?" Sylvia demanded. "What's he done?"

"They've activated it!" the Doctor growled. Gas was pouring from the exhaust pipes of hundreds of parked cars.

"There's gas inside the car!" Donna exclaimed. "He's going to choke! Doctor!"

Lilith grabbed the sonic and tried unlocking the car door. "It won't open!"

The Doctor pulled all the connections he could find in the engine, but the gas continued to fill the car.

"Get me out of here!" Wilf begged before collapsing.

"Doctor!" Donna yelled.

Lilith swore in Gallifreyan.


	13. Sontar-Ha! Part 1

_The Doctor pulled all the connections he could find in the engine, but the gas continued to fill the car._

" _Get me out of here!" Wilf begged before collapsing._

" _Doctor!" Donna yelled._

 _Lilith swore in Gallifreyan._

"He's going to choke. Doctor!" Donna panicked.

"It won't open!" the Doctor shouted when the sonic screwdriver did nothing.

"Move over!" Lilith pulled out her blaster and shot the windshield, shattering the glass. "Come one, get him out."

The pulled Wilf out of the car and led him a safe distance away. "Thanks."

Sylvia stared at Lilith. "What kind of a gun is that?"

"51st century sonic blaster," she answered, holstering the weapon. "Handy when breaking glass from the 21st."

"Get inside the house. Just try and close off the doors and windows," the Doctor ordered.

Jenkins is drove over in a black cab. "Doctor, this is all I could find that hasn't got ATMOS."

"Donna, you coming?" Lilith asked.

Donna nodded. "Yeah."

"Donna. Don't go," Sylvia begged. "Look what happens every time that Doctor appears. Stay with us, please."

"You go, my darling," Wilf insisted. "Don't listen to her. You go with the Doctor and his girl. That's my Donna."

"If it makes you feel any better," Lilith said as they drove away to the industrial estate, "She's reacting better than by grandmother."

"How did you're grandmum react?"

"She slapped him. Hard."

When they reached the estate, they all got out of the cab. "Ross, look after yourself. Get inside the building."

"Will do. Greyhound Forty to Trap One. I have just returned the Doctor to base safe and sound. Over," he said into the walkie-talkie.

"The air is disgusting," Donna coughed.

"It's not so bad for Lilith and I. Go on, get inside the TARDIS. Oh, I've never given you a key." He reached into his pocket and pulled one out. "Keep that. Go on, that's yours. Quite a big moment really."

Donna rolled her eyes. "Yeah, maybe we can get sentimental after the world's finished choking to death."

"Good idea." The Doctor grabbed Lilith's hand and ran toward HQ.

"Where are you going?" Donna called

"To stop a war," Lilith called back. "What else?"

The Doctor dragged Lilith into HQ and warned Colonel Mac not to engage the Sontarans. The plan was to take the TARDIS and get on board their ship. Lilith and Martha followed the Doctor back to where they had left the TARDIS. Lilith wrinkled her nose.

' _There's something wrong with Martha_ ,' the Doctor thought to her.

' _Tell me about it. She_ reeks _of clone_ ,' Lilith responded.

' _But why?_ '

' _We'll figure it out when we get back to the TARDIS._ '

The TARDIS, as it so happened, was not where they left it.

Martha looked around. "But where's the TARDIS?"

"Taste that, in the air," the Doctor said, sticking his tongue out.

"You mean aside from all this damned gas? It's teleport exchange. Blech.

"It's the Sontarans. They've taken it," the Doctor concluded. "We're stuck on Earth like, like an ordinary person. Like a human. How rubbish is that? Sorry, no offence, Martha, but come on."

"So what do we do?" Martha asked.

Lilith frowned. "The TARDIS is shielded. They shouldn't have been able detect it." She looked pointedly at Martha.

She stared back, not blinking. "What?"

"Nothing, just wondering, have you called Tom? Or your family?

"No. What for?"

"The gas. Tell them to stay inside."

Martha finally blinked. "Course I will, yeah but what about Donna? I mean, where's she?"

"Oh, she's gone home," the Doctor said, dismissively. "She's not like you. She's not a soldier. Right. So. Avanti!"

' _No allons-y?_ '

' _Martha would've noticed. That one's definitely a clone. So the question is, where's the real Martha?_ '

Lilith muttered a swear in Gallifreyan as they ran back to HQ.

* * *

"Change of plan," the Doctor said to Mac.

Mace nodded. "Good to have you fighting alongside us, Doctor."

"I'm not fighting. I'm not-fighting, as in not hyphen fighting, got it? Now, does anyone know what this gas is yet?"

"We're working on it," Martha said. "It's harmful, but not lethal until it reaches eighty percent density. We're having the first reports of deaths from the center of Tokyo City."

"Jodrell Bank's traced a signal, Doctor," said Mace. "Coming from five thousand miles above the Earth. We're guessing that's what triggered the cars."

Lilith scowled. "The Sontaran ship."

"NATO has gone to Defcon One. We're preparing a strike."

"You can't do that," the Doctor protested. "Nuclear missiles won't even scratch the surface. Let me talk to the Sontarans."

"You're not authorized to speak on behalf of the Earth," argued Mace.

The Doctor glared at him. "I've got that authority. I earned that a long time ago." He stuck the screwdriver into the communications system. "Calling the Sontaran Command Ship under jurisdiction two of the Intergalactic Rules of Engagement. This is the Doctor.

And image of Staal appeared on the screen. "Doctor, breathing your last?"

"My God," Mace breathed, "they're like trolls."

Lilith shook her head. "Loving the diplomacy there, Colonel."

The Doctor ignored them both. "So, tell me, General Staal, since when did you lot become cowards?"

"How dare you!" Staal exclaimed. "Doctor, you impugn my honor!"

"Yeah, I'm really glad you didn't say belittle, because then I'd have a field day," the Doctor said. "But poison gas? That's the weapon of a coward and you know it. Staal, you could blast this planet out of the sky and yet you're sitting up above watching it die. Where's the fight in that? Where's the honor? Or are you lot planning something else, because this isn't normal Sontaran warfare. What are you lot up to?"

"A general would be unwise to reveal his strategy to the opposing forces."

"Ah! The war's not going so well, then. Losing, are we?"

"Such a suggestion is impossible!" Staal scoffed.

"What war?" Mace asked.

"The war between the Sontarans and the Rutans," Lilith explained. "It's been going on for a good fifty thousand years. Fifty thousand years of death for no reason."

"For victory! Sontar-ha! Sontar-ha! Sontar-ha!" all the Sontarans started chanting.

The Doctor rolled his eyes. "Give me a break." He changed channels with the screwdriver to a cartoon.

"Doctor. I would seriously recommend that this dialogue be handled by official Earth representation," Mace insisted.

The Doctor switched it back to the Sontarans. "Finished?"

"You will not be so quick to ridicule when you'll see our prize. Behold!" It was the TARDIS. "We are the first Sontarans in history to capture a TARDIS."

Lilith noticed the look on the Doctor's face. He had a plan. "Well, as prizes go, that's noble. As they say in Latin, Donna nobis pacem. Did you never wonder about its design? It's a phone box. It contains a phone. A telephonic device for communication. Sort of symbolic. Like, if only we could communicate, you and I."

"All you have communicated is your distress, Doctor," said Staal.

"Big mistake though, showing it to me. Because I've got remote control."

"Cease transmission!" the Sontaran ordered. The screen went black.

The Doctor shrugged. "Ah, well."

"That achieved nothing," Mace snapped.

"Oh, you'd be surprised."

' _Planning on sharing with the class?_ '

' _If Donna doesn't phone soon, you phone her. I'll tell you when._ '

Martha held up a clipboard. "There's carbon monoxide, hydrocarbons, nitrogen oxides, but ten percent unidentified. Some sort of artificial heavy element we can't trace. You ever seen anything like it?"

The Doctor snatched it out of her hands. "It must be something the Sontarans invented. This isn't just poison. They need this gas for something else. What could that be? Lilith?"

"Only ever seen Sontarans once, with you and Rose on Sontar. Well, aside from Strax, but I don't think he really counts."

"Launch grid online and active," someone announced.

"Positions, ladies and gentlemen, Defcon One initiatives in progress," Mace said.

"What?" the Doctor demanded. "I told you not to launch."

"The gas is at sixty percent density. Eighty percent and people start dying, Doctor. We've got no choice."

One of the techs started the count down. "Launching in sixty, fifty nine, fifty eight, fifty seven, fifty six. Worldwide nuclear grid now coordinating. Fifty four, fifty three."

"You're making a mistake, Colonel!" the Doctor shouted. "For once, I hope the Sontarans are ahead of you."

"North America, online. United Kingdom, online. France, online. India, online. Pakistan, online. China, online. North Korea, online. All systems locked and coordinated. Launching in ten, nine, eight, seven, six, five, four, three, two, one, zero."

Nothing happened; the world map went blank. "What is it? What happened? Did we launch? Well, did we?"

"Negative, sir," the tech said. "The launch codes have been wiped, sir. It must be the Sontarans."

"Can we override it?"

"Trying it now, sir."

"Missiles wouldn't even dent that ship, so why are the Sontarans so keen to stop you?" the Doctor wondered, looking closely at Martha. "Any ideas?"

"How should I know?" She sounded a bit defensive.

' _I really don't like this._ '

' _You and me both._ '

" _Greyhound Forty declaring absolute emergency. Sontarans within factory grounds. East corridor, grid six,"_ came Ross's voice from the Colonel's communications device.

"Absolute emergency. Declaring Code Red. All troops, Code Red," Mace responded.

"Get them out of there," the Doctor hissed.

Mace looked at him, debating, and clearly decided to ignore him. "All troops, open fire."

Lilith heard the sound of gunfire and, a split second later, the sound of humans shouting as they died. " _Guns aren't working. Inform all troops, standard weapons do not work,_ " Ross reported. " _Tell the Doctor it's that cordolaine signal. He's the only one who can stop them._ "

"Greyhound Forty, report. Over," said Mace. "Greyhound Forty, report." Nothing. Just static. "Greyhound Forty, report."

"He wasn't Greyhound Forty. His name was Ross," the Doctor said, darkly. "Now listen to me, and get them out of there!"

Mace gulped. "Trap One to all stations. Retreat. Order imperative. Immediate retreat."

It was no use; the attack was a massacre

"They've taken the factory."

"Why? They don't need it. Why attack now? What are they up to?" The Doctor paced back at forth. "Times like this, I could do with the Brigadier. No offence."

"Launch grid back online," the tech told them. The grid flickered to life, but went blank again. "They're inside the system, sir. It's coming from within UNIT itself."

"Trace it," Mace ordered. "Find out where it's coming from, and quickly. Gas levels?"

"Sixty six percent in major population areas, and rising."

Lilith stormed into a nearby room to take a few deep breaths. It seemed to be Colonel Mace's office, as he and the Doctor entered a moment later.

"Why are they defending the factory only after we were inside?" Mace asked.

"Because they wanted UNIT here, the Doctor said. "You gave them something they needed. Something now hidden inside the factory. Something precious."

"We've got to recover it. This cordolaine signal thing, how does it work?"

"It's the bullets," Lilith explained. "It causes expansion of the copper shell."

"Excellent. I'm on it." Mace got up and left.

"For the billionth time, you can't fight Sontarans!" the Doctor yelled after him.

Lilith's phone rang. She answered. "Donna, thank Rassilon. Here's Dad." She handed the Doctor the phone.

" _What's happened? Where are you?_ " Donna asked.

"Still on Earth," the Doctor answered. "But don't worry; I've got my secret weapon."

" _What's that?_ "

"You."

Lilith heard Donna groan. " _Oh. Somehow that's not making me happy. Can't you just zap us down to Earth with that remote thing?_ "

"Yeah, I haven't got a remote, though I really should," the Doctor admitted. "I need you on that ship. That's why I made them move the TARDIS. I'm sorry but you've got to go outside."

" _But there's Sonteruns out there!_ "

"Sontarans. But they'll all be on battle stations right now. They don't exactly walk about having coffee. I can talk you through it."

"But what if they find me?"

"I know, and I wouldn't ask, but there's nothing else I can do. The whole planet is choking, Donna."

Pause. "What do you need me to do?"

Lilith took the phone back. "The Sontarans are inside the factory, that means they've got a teleport link with the ship. They'll have deadlocked it by now so we need you to reopen the link."

" _But I can't even mend a fuse._ " Donna protested.

"Donna, trust me. You can do this, I promise."

" _There's a Sonterun. Sontaran,_ " she said.

"Did he see you?"

" _No, he's got his back to me._ "

Lilith let out the breath she was holding. "Right, okay. Listen, on the back of his neck, on his collar, there's a sort of plug, like a hole. It's called the Probic vent. One blow to the Probic vent knocks them out."

She could practically hear Donna frowning. " _But he's going to kill me._ "

"I'm sorry. I swear I'm so sorry, but you've got to try. You can do this.

She heard Donna walk across the grating in the console room, then her footsteps outside the ship. Then she heard a clang and a grunt and the sound of a Sontaran collapsing to the floor. " _Back of the neck._ "

The Doctor snatched the phone. "Now then, you got to find the external junction feed to the teleport."

" _What, what's it look like?_ "

"A circular panel on the wall. Big symbol on the front, like a, like a letter T with a horizontal line through it. Or, or, two F's back to back."

" _Well, there's a door._ " Donna's voice was starting to shake.

"Should be a switch by the side."

" _Yeah there is. But it's Sontaran shaped, you need three fingers._ "

Lilith face palmed. "Donna, you've got three fingers."

" _Oh, yeah._ " A door slid open. " _I'm through. Right. T with a line through it._ "

Colonel Mace reappeared talking to the techs. "Got to go. Keep the line open." He handed the phone back to Lilith, then proceeded to shout at Mace. "I said, you don't stand a chance."

"Positions. That means everyone." Mace tossed gas masks to Lilith and the Doctor.

"You're not going without me," Martha said.

Lilith forced a believable grin. "Wouldn't dream of it, come on."


	14. Sontar-Ha! Part 2

Outside the industrial estate, people were putting on their gas masks as the foggy smoke was getting thicker.

Mace showed one of the new guns to the Doctor. "Latest firing stock. What do you think, Doctor?"

The Doctor looked down at Lilith. "Are you my mummy?"

She cracked up. "You've been waiting to use that line since you got the mask, haven't you?"

"Oh, yes."

"Should I send you to your room?"

"If you two could concentrate," Mace snapped. "Bullets with a rad-steel coating. No copper surface. Should overcome the cordolaine signal."

"But the Sontarans have got lasers," the Doctor pointed out. "You can't even see in this fog. The night vision doesn't work."

"Thank you, Doctor. Thank you for your lack of faith. But this time, I'm not listening."

Lilith snorted. "You got a handful of men killed because you _didn't_ listen last time."

Mace removed his gas mask and gave some speech to the men that Lilith assumed was supposed to be inspiring, but it just made her scoff. There was a sudden massive downdraft, blowing the gas away. "It's working. The area's clearing. Engines to maximum."

"It's the Valiant!" Lilith shouted over the noise, taking of her mask.

"UNIT Carrier Ship Valiant reporting for duty, Collector. With engines strong enough to clear away the fog."

The Doctor took off his gas mask. "Whoa, that's brilliant."

Mace raised an eyebrow. "Getting a taste for it, Doctor?"

"No, not at all. Not me."

"Valiant, fire at will," the Colonel ordered. Six green beams from the Valiant converged to form one that hit the ATMOS factory, reminding Lilith painfully of Torchwood doing something similar to the Sycorax ship.

 _That's murder._

She shook the thought out of her head as everyone rushed back into the factory. The Colonel went one way, but the Doctor and Lilith went the other.

"Shouldn't we follow the Colonel?" Martha asked.

The Doctor scanned the area with the sonic screwdriver. "Nah, it's the three of us, Martha Jones. Just like old times. Alien technology, this-a way."

When they made it to the basement, the lights in the hallway turned on. "No Sontarans," Lilith noted. "They can't resist a battle. Here we go." She pushed open the door at the end of the hallway to reveal some sort of laboratory with the real Martha Jones lying strapped to a platform. "Aunt Martha!"

The Doctor ran over to check on her. "Oh, Martha, I'm so sorry. Still alive."

The clone pointed a gun at the Doctor's head. Lilith whipped out her blaster and pointed it at the clone.

"Am I supposed to be impressed?" the Doctor scoffed.

"I've been stopping the nuclear launch all this time," the clone said in a bragging tone.

"Doing exactly what I wanted. I needed to stop the missiles, just as much as the Sontarans," the Doctor said. "I'm not having Earth start an interstellar war. You're a triple agent."

"When did you know?"

"About you? Oh, right from the start. Reduced iris contraction, slight thinning of the hair follicles on the left temple."

"Blinking less often," Lilith added, "and honestly, you stink. You might as well have worn a T-shirt saying clone. Not in front of Uncle Jack, though. That would be a bad idea."

"You remember him, don't you?" the Doctor questioned. "Because you've got all her memories. That's why the Sontarans had to protect her, to keep you inside UNIT. Martha Jones is keeping you alive." He took the device off Martha's head, and the clone collapsed. Lilith kicked the gun away. Martha gasped for breath as the Doctor comforted her. "It's all right, it's all right, I'm here, I'm here. I've got you, I've got you."

"There was this thing, Doctor, this alien, with this head."

"Potato head aliens." Lilith put her blaster away. "Tell me about it."

Lilith's phone rang. "Oh! Blimey, I'm busy." The Doctor answered. "Got it?"

" _Yes,_ " Donna said on the other side." _Now hurry up._ "

"Take off the covering," the Doctor instructed. "All the blue switches inside, flick them up like a fuse box, and that should get the teleport working."

Martha noticed the clone for the first time. "Oh my God," she breathed. "That's me." She went over to the clone.

"Don't touch me," the copy said.

"It's not my fault. The Sontarans created you, but you had all my memories."

"You've got a brother," the clone forced out the words, "sister, mother and father."

"If you don't help me, they're going to die."

"You love them."

The real Martha nodded vigorously. "Yes. Remember that?"

"The gas. Tell us about the gas," the Doctor insisted.

The clone shook her head. "He's the enemy."

"Then tell me," real Martha said. "It's not just poison, what's it for? Martha, please."

Clone Martha hesitated. "Caesofine concentrate. It's one part of Bosteen, two parts Probic five."

"Clonefeed," Lilith realized. "It's clonefeed!"

"What's clonefeed?" Martha asked.

"Like amniotic fluid for Sontarans. That's why they're not invading. They're converting the atmosphere, changing the planet into a clone world," the Doctor explained. "Earth becomes a great big hatchery. Because the Sontarans are clones, that's how they reproduce. Give them a planet this big; they'll create billions of new soldiers. The gas isn't poison; it's food!"

"My heart. It's getting slower," the clone managed.

"There's nothing I can do." Martha said, mournfully.

"In your mind, you've got so many plans. There's so much that you want to do."

"And I will. Never do tomorrow what you can do today, my mum says, because…"

"Because you never know how long you've got," the clone finished. "Martha Jones. All that life…" she died.

" _Doctor. Blue switches done, but they've found me,_ " Donna's voice said from the speakerphone.

"Now!" the Doctor shouted as he soniced the teleport.

Donna appeared. "Have I ever told you how much I hate you?" She hugged him.

"Hold on, hold on! Got to bring the TARDIS down." He soniced the teleport controls again. "Right, now. Martha, you coming?"

"What about this nuclear launch thing?" Martha asked, holding up her phone.

"Just keep pressing N. We want to keep those missiles on the ground."

Donna's eyes flickered from Martha to the clone on the floor. "There's two of them."

The Doctor glanced up from the controls. "Yeah, long story. Here we go. The old team, back together. Well, the new team."

The four of them stood in the teleport pod. "We're not going back on that ship!" Donna insisted.

"No, no, no. No. I needed to get the teleport working so that we could get to—" In a flash of light, they appeared somewhere else. "Here. The Rattigan Academy."

Luke pointed a gun at them. "Don't tell anyone what I did. It wasn't my fault, the Sontarans lied to me, they—"

The Doctor snatched the gun and threw it away. "If I see one more gun…" he muttered.

"You know, that coat sort of works," Donna commented to Martha.

Martha looked down at herself. "I feel like a kid in my dad's clothes."

"Oh well, if you're calling him dad, you're definitely getting over him."

"Oh, no. I've already got two sisters," Lilith said. "And one likes to blow things up."

They followed the Doctor into the lab where he was building a device. "That's why the Sontarans had to stop the missiles. They were holding back. Because caesofine gas is volatile, that's why they had to use you to stop the nuclear attack. Ground to air engagement could spark off the whole thing."

"What, like set fire to the atmosphere?" Martha questioned.

"Yeah. They need all the gas intact to breed their clone army. And all the time we had Luke here in his dream factory." He turned to Luke. "Planning a little trip, were we?"

"They promised me a new world."

"You were building equipment, ready to terraform El Mondo Luko so that humans could live there and breathe the air with this. An atmospheric converter." Finishing the device, the Doctor raced outside to the grounds of the Rattigan Academy.

Donna looked out at the smoke. "That's London. You can't even see it. My family's in there."

"Doctor, hold on. You said the atmosphere would ignite," Martha said.

"Yeah, I did, didn't I?" The Doctor activated the atmospheric converter, and an energy pulse zoomed up into the grungy clouds. A giant fireball spread in the upper atmosphere. "Please, please, please, please, please, please, please." The flames raced around the world, consuming the gas without damaging any buildings, and leaving a clear blue sky behind.

"He's a genius," Luke marveled.

"Just brilliant." Martha grinned.

"Now we're in trouble." The Doctor grabbed the atmospheric converter and ran back into the room with the teleport.

' _Dad, what are you doing?_ '

' _Not now, Lilith._ ' And with that, he promptly shut her out. He carried the atmospheric converter into the teleport. "Right. So, Donna, thank you for everything. Martha, you too. Oh, so many times. Lilith, you were amazing, always amazing. Luke, do something clever with your life."

"You're saying goodbye," Donna realized.

"Sontarans are never defeated. They'll be getting ready for war. And, well, you know, I've recalibrated this for Sontaran air, so…"

"You're going to ignite them," Martha finished.

"You'll kill yourself," Donna protested.

Lilith growled. "Over my dead body." She flicked a switch on her blaster and shot the Doctor. He crumpled to the ground.

"You've killed him!" shouted Donna.

The Time Lady shoved the Doctor's limp body of out the teleport pod. "No, I've stunned him. If anyone's dying today, it's going to be me."

"Just send that thing up on it's own," Martha suggested, "I don't know. Put it on a delay."

Lilith shook her head. "I can't."

"Why not"

"Dad would give them I choice, so that's what I've got to do." She teleported onto the Sontaran ship. "General Staal," Lilith said in a commanding voice, "you know what this is. But you've got another option. You can go. Pick up and leave. Sontaran High Command won't need to know what happened."

"Your stratagem would be wise if Sontarans feared death, but we do not. At arms," Staal ordered. All the Sontarans aimed their weapons at Lilith.

"I'll do it, Staal," she warned. "If it saves the Earth, I'll do it."

"A warrior doesn't talk, they act."

Lilith gritted her teeth. "I am giving this one chance to leave. I'm warning you."

"And I salute you. Take aim!"

"Even if you shoot me, I'm still going to press this. You'll die, Staal, you all will."

"Knowing that you die too. For the glory of Sontar. Sontar-ha! Sontar-ha! Sontar-ha! Sontar-ha!"

All of the Sontarans continued the chant. Lilith tensed, ready to activated the converter, preparing for death.

Suddenly, she was back in the Academy. "What the hell?"

The Doctor dragged her out of the teleport and pulled her into a hug. "Never do that again. Don't you dare ever do something like that again."

She hugged him back. "Then stop trying to get yourself killed, Dad."

"Promise me."

"I promise."

* * *

Lilith was sitting at the table in the Noble house with Donna and Wilf.

"The streets are half empty. People still aren't driving. There's kids on bikes all over the place. It's wonderful," Sylvia said. "Unpack that lot, I'm going to see if Suzette's all right." She left the room

Wilf watched her go. "I won't tell her. Best not. Just keep it as our little secret, eh?"

"Yeah," Donna admitted.

"And you go with them, Lilith and that wonderful Doctor. You go and see the stars, and then bring a bit of them back for your old Gramps."

Donna smiled. "Love you." She kissed him on the cheek.

"It was nice meeting you, Wilf." Lilith waved as she and Donna walked out the door towards the TARDIS. "You know," Lilith said, conversationally, "Dad becomes friends with a Sontaran in the future."

Donna gaped at her. "He what?"

"Don't worry, he's a good one. Well, I say good but…" She trailed off, frowning. "You know, I'm not really sure how to describe Strax."

The Doctor and Martha were already in the TARDIS. "How were they?" Martha asked.

Donna wiped away a tear. "Oh, same old stuff. They're fine. So, you going to come with us? We're not exactly short of space".

Martha shook her head. "Oh, I have missed all this, but you know. I'm good here, back at home. And I'm better for having been away. Besides, someone needs me. Never mind the universe, I've got a great big world of my own now."

The door slammed shut on its own and the time rotor activated, throwing everyone around.

"What? What?"

"Doctor, don't you dare!" Martha shouted.

"No, no, no. I didn't touch anything." He pulled the monitor over. "We're in flight. It's not me!"

"Where are we going?" Donna yelled.

"I don't know. It's out of control! Lilith!"

Lilith desperately messed with the console. "She's flying herself!"

"Doctor, Lilith, just listen to me. You take me home. Take me home right now!" Martha demanded.

Lilith swore in Gallifreyan.


	15. Sisters Part 1

The Doctor, Lilith, Donna, and Martha were all hanging onto the console to keep from being thrown across the room by the TARDIS' crazy flying.

"What the hell's it doing?" Donna yelled.

"The control's not working!" the Doctor shouted. He got thrown to the floor and nearly face planted. "I don't know where we're going, but my old hand's very excited about it."

Donna stared at him. "I thought that was just some freaky alien thing. You telling me it's yours?"

"It got chopped off," Lilith explained. "He grew a new one."

"You are completely impossible."

"Not impossible. Just a bit unlikely."

There was a bang, and sparks, then stillness. The Doctor and Lilith sprinted outside. They were in a tunnel that looked like a junkyard in a railway arch at night.

"Why would the TARDIS bring us here, then?" the Doctor wondered.

"Oh, I love this bit," Martha said.

"I thought you wanted to go home," Donna teased.

"I know, but all the same, it's that feeling you get."

"Like you swallowed a hamster?"

A group of soldiers appeared. "Don't move! Stay where you are! Drop your weapons!" Three men are pointing rifles at them; Lilith went for her blaster.

"Lilith, no," the Doctor said firmly. She stuck her tongue out at him and the four of them raised their hands in surrender. "We're unarmed. Look, no weapons. Never any weapons. We're safe."

"She's got a gun." One of the soldiers jerked his rifle at Lilith.

"Well, she's harmless."

"Excuse you!"

"Look at their hands," another said. "They're clean."

The leader motioned to the Doctor. "All right, process them. Him first."

The two other soldiers grabbed the Doctor's arms. "Oi. Oi!" he protested. "What's wrong with clean hands?"

"What's going on?" Martha asked.

The Doctor was taken to a machine and his right arm was shoved inside it. "Something tells me this isn't about to check my blood pressure. Argh!" Clearly, it hurt. Lilith wanted to shoot the machine, repeatedly, but something held her back.

"What are you doing to him?" Donna demanded.

"Everyone gets processed." The leader's voice was stiff.

"It's taken a tissue sample," the Doctor said. "Ow, ow, ow, ow, ow, ow, ow, ow. And extrapolated it. Some kind of accelerator?" He was released and stumbled back over to the girls.

"Are you all right?" Martha looked at his hand. There was a graze on the back of it.

"What on earth?" the Doctor breathed. "That's just—"

A pair of glass and metal doors opened and a painfully familiar figure stepped out from the steam of the brightly lit interior. A skinny blonde woman in combat boots, pants, and an army green t-shirt. Lilith's blood turned to ice as she was struck with a memory of a hug goodbye.

 _Don't forget me._

 _You? Never._

 _I'll see you when you're born, then._

Jenny.

"Arm yourself." The leader handed her a rifle.

"Where did she come from?" asked Martha.

"From me," the Doctor replied, still shocked.

"From you? How? Who is she?"

"Well, she's, well, she's my daughter."

Jenny beamed at them. "Hello, Dad." She took her place with the leader and the other soldiers at a barricade.

Donna stared. "Did you say daughter?"

"Mm. Technically," the Doctor confirmed.

"Technically how?" Martha prodded.

"Progenation. Reproduction from a single organism," he explained. "Means one parent is biological mother and father. You take a sample of diploid cells, split them into haploids, then recombine them in a different arrangement and grow. Very quickly, apparently."

"Something's coming," Jenny announced.

Lilith drew her blaster. The Doctor grabbed her arm. "What the hell do you think you're doing?"

She pulled her arm away. "Helping." Lilith stood next to Jenny and aimed the weapon down the tunnel.

"What kind of gun is that?" Jenny asked.

"51st century blaster. Got it from our Uncle Jack." Lilith winked at her.

Shadows appeared on the tunnel wall. As they came into view, the figures started firing. "It's the Hath!" the leader shouted. The soldier's returned fire.

"Get down!" Jenny yelled to the three behind them.

The Doctor, Martha, and Donna took cover. The Hath were wearing breathing masks, but they had squinty fish eyes and very wrinkled necks.

"We have to blow the tunnel. Get the detonator," the leader ordered.

"I'm not detonating anything!" The Doctor went to help a wounded soldier. The Hath breached the barricade and one grabbed Martha.

Jenny took on another hand to hand, knocking it down, and Lilith shot it. Jenny dove for the detonator.

"Martha!" the Doctor shouted.

Lilith saw Jenny preparing to activate the detonator. "Jen! Don't!"

She hit the button. A klaxon sounded and everyone ran before the big explosion brought down the roof.

"You've sealed off the tunnel. Why did you do that?" the Doctor demanded.

"They were trying to kill us," Jenny protested.

"But they've got my friend!"

"Collateral damage. At least you've still got them." She nodded at Lilith and Donna. "He lost both his men. I'd say you came out ahead."

"Her name's Martha," Donna snapped. "And she's not collateral damage, not for anyone. Have you got that, GI Jane?"

Lilith bristled. "Chill, Donna. I'm sure Martha's fine."

"I'm going to find her," the Doctor said.

"You're going nowhere. You don't make sense, you two. No guns, no marks, no fight in you. Only she works." The leader pointed at Lilith. "I'm taking you three to General Cobb. Now, move."

"I'm Donna," Donna introduced as they were led deeper into the tunnel. "What's you name?"

Jenny shrugged. "Don't know. It's not been assigned."

Donna frowned. "Well, if you don't know that, what do you know?"

"How to fight," the blond answered, bluntly.

"The machine must embed military history and tactics, but no name." The Doctor's tone was disgusted. "She's a generated anomaly."

"Generated anomaly," Donna mused. "Generated. Well, what about that? Jenny."

Jenny smiled. "Jenny. Yeah, I like that. Jenny."

There. Now Lilith could actually use her name. "What do you think, Dad?"

He didn't look back. "Good as anything, I suppose."

Donna raised an eyebrow. "Not what you'd call a natural parent, are you?"

"They stole a tissue sample at gunpoint and processed it. It's not what I call natural parenting."

"Rubbish," she dismissed. "My friend Nerys fathered twins with a turkey baster. Don't bother her."

"You can't extrapolate a relationship from a biological accident."

"Child Support Agency can," Donna argued.

Jenny turned to Lilith. "When I asked about your gun, you said _our_ Uncle Jack gave it to you. Who are you?"

"I'm his daughter, too." Lilith gestured to the Doctor. "That makes you my sister."

They reached a large room with a slightly domed roof and a gallery. There were more progenation chambers there. "So, where are we? What planet's this?" the Doctor asked.

"Messaline," the leader said. "Well, what's left of it."

" _Six six three seventy five deceased. Generation six six seven one, extinct. Generation six six seven two, forty six deceased. Generation six six eight zero, fourteen deceased._ "

"Damn, that's a lot of death," Lilith muttered.

"It's like a town or a city underground. But why?" Donna wondered.

A man with a neatly trimmed white beard approached. The Doctor stuck his hands in his pockets. "General Cobb, I presume."

"Found in the western tunnels, I'm told, with no marks. There was an outbreak of pacifism in the eastern zone three generations back, before we lost contact. Is that where you came from?"

Lilith cocked an eyebrow. "You make pacifism sound like a disease."

"Eastern zone, that's us, yeah. Yeah. I'm The Doctor. This is Donna and Lilith."

"And I'm Jenny," Jenny added.

"Don't think you can infect us with your peacemaking. We're committed to the fight, to the very end."

"Well, that's all right. We can't stay, anyway." The Doctor shrugged. "We've got to go and find our friend."

Cobb straightened up. "That's not possible. All movement is regulated. We're at war."

"Yeah, we noticed," Lilith snorted. "With those Hath."

The Doctor frowned at her. "But tell me, because we got a bit out of circulation, eastern zone and all that. So who exactly are the Hath?"

The General clasped his hand behind his back and led them around. "Back at the dawn of this planet, these ancient halls were carved from the earth. Our ancestors dreamt of a new beginning. A colony where human and Hath would work and live together. "

"So what happened?" the Doctor asked.

"The dream died. Broken, along with Hath promises. They wanted it all for themselves. But those early pioneers, they fought back. They used the machines to produce soldiers instead of colonists, and began this battle for survival."

"There's nothing but earth outside, why's that? Why build everything underground?" questioned Donna.

"The surface is too dangerous," the leader from earlier told her.

"And what does this mean?" She pointed to a plaque that had a bunch of numbers.

"The rites and symbols of our ancestors. The meaning's lost in time."

Lilith looked from the plaque to the General. "How long's this war gone on for?"

"Longer than anyone can remember," he answered. "Countless generations marked only by the dead."

"Fighting all this time when the only outcome is more death? Why?

"Because we must," Jenny said. "Every child of the machine is born with this knowledge. It's our inheritance. It's all we know. How to fight and how to die."

Lilith took Jenny's hand. "But that's not all you need to know."

Cobb took them to a holographic map. The Doctor studied it. "Does this show the entire city, including the Hath zones?"

"Yes. Why?"

"Well, it'll help us find Martha."

"We've more important things to do. The progenation machines are powered down for the night shift, but soon as they're active, we could breed a whole platoon from you three."

Lilith sneered at him. "You go anywhere near my DNA, I'll blow her head off."

"I'm not having sons and daughters by some great big flipping machine," Donna snapped. "Sorry, no offence, but you're not. Well, I mean, you're not real."

"Donna!" Lilith scolded.

"You're no better than him. I have a body, I have a mind, I have independent thought. How am I not real? What makes you better than me?" Jenny demanded. Lilith put her hand on her shoulder.

"Well said, soldier," Cobb said. "We need more like you, if ever we're to find the Source."

That interested the Doctor. "Ooh, the Source. What's that, then? What's a Source? I like a Source. What is it?"

"The Breath of Life."

"Great. Clarification, please?" Lilith requested.

"In the beginning, the great one breathed life into the universe. And then she looked at what she'd done, and she sighed."

"She." Jenny smiled. "I like that."

Lilith nudged her, playfully. "Girl power, huh?"

"Right. So it's a creation myth," the Doctor said.

"It's not myth," Cobb insisted. "It's real. That sigh. From the beginning of time it was caught and kept as the Source. It was lost when the war started. But it's here, somewhere. Whoever holds the Source controls the destiny of the planet."

"Ah ha!" the Doctor exclaimed. "I thought so. There's a suppressed layer of information in this map. If I can just…" He used the sonic screwdriver on the map and more tunnels and chambers appeared. "A whole complex of tunnels hidden from sight."

Cobb's eyes widened. "That must be the lost temple. The Source will be inside. You've shown us the way. And look, we're closer than the Hath. It's ours." He turned to a nearby soldier. "Tell them to prepare to move out. We'll progenate new soldiers on the morning shift, then we march. Once we reach the temple, peace will be restored at long last."

"S'cuse me," Lilith said. "Yeah, hi. If you really want peace, why don't you just, oh, I don't know, stop fighting?"

"Only when we have the Source. It'll give us the power to erase every stinking Hath from the face of this planet."

"Hang on, hang on." The Doctor stopped Cobb. "A second ago it was peace in our time. Now you're talking about genocide."

"For us, that means the same thing," the General said.

Lilith spluttered. "That same thing?

"Then you need to get yourself a better dictionary. When you do, look up genocide. You'll see a little picture of me there, and the caption will read, over my dead body," the Doctor growled.

"And you're the one who showed us the path to victory. But you can consider the irony from your prison cell. Cline, at arms," Cobb ordered.

Cline pointed his gun at Donna. "Oi, oi, oi. All right. Cool the beans, Rambo."

"Take them. I won't have them spreading treason. And if you try anything, Doctor, I'll see that your woman dies first."

Lilith couldn't hold back a snicker.

"I am not his woman," Donna protested at the same time the Doctor said, "No, we're, we're not a couple."

"Come on. This way." Cline gestured with his gun

"I'm going to stop you, Cobb," the Doctor warned. "You need to know that."

Cobb scoffed. "I have an army and the Breath of God on my side, Doctor. What'll you have?"

"This." He tapped his temple.

"Lock them up and guard them."

"What about the new soldier?" Cline asked.

Cobb looked at Jenny. "Can't trust her. She's from pacifist stock. Take them all."

Lilith glared at him. "Come on, Jen."

"More numbers," Donna noted as the four of them were shoved into a cell. "They've got to mean something."

"Makes as much sense as the Breath of Life story," the Doctor muttered.

"You mean that's not true?" Jenny asked.

"No," Lilith said, "it's a myth. Isn't it, Dad?"

"Yes, but there could still be something real in that temple. Something that's become a myth. A piece of technology, a weapon."

Donna frowned. "So the Source could be a weapon and we've just given directions to Captain Nutjob?"

Lilith groaned. "Well that's just great. I'm not in a place to call anyone 'trigger-happy', but if anymore is worse than me, it's him."

"That's why we need to get out of here, find Martha and stop Cobb from slaughtering the Hath." The Doctor looked up at Jenny. "What, what are you, what are you, what are you staring at?"

"You keep insisting you're not a soldier," she said, "but look at you, drawing up strategies like a proper general."

"No, no. I'm trying to stop the fighting."

"Isn't every soldier?"

"Well, I suppose, but that's… that's…. technically…" He struggled for words. "I haven't got time for this. Lilith, I need your phone."

"Left it on the TARDIS."

The Doctor huffed. "Fine. Donna, give me yours. Time for an upgrade." He pulled out the sonic.

"And now you've got a weapon," Jenny added.

"It's not a weapon."

"But you're using it to fight back," she argued. "I'm going to learn so much from you. You are such a soldier."

Lilith gently pulled Jenny to the side. "It may not be such a great idea to be talking like that while he's still getting used to you."

"Why not?" Jenny asked. "No one can deny what they are."

"No, but they can try. And that's what he's been doing for years." Lilith sighed. "Dad had a family before us and they were all killed in a war that he fought in. He's trying to forget."

The Doctor snapped Donna's phone shut. "They're getting ready to move out. We have to get past that guard."

"I can deal with him," Jenny offered.

The Doctor caught her arm. "No, no, no, no. You're not going anywhere."

"What?"

"You belong here with them."

"She belongs with _us_ ," Lilith insisted. "She's your daughter, my sister."

"How can you just accept her like that?" he snapped.

"How can you not?" she countered.

"She's a soldier. She came out of that machine."

"It doesn't matter if you're natural born, loomed, or stepped out of a damn progenation chamber fully grown. Family is family, Dad, and we don't have a lot left." Lilith reached into the Doctor's transdimensional pockets and pulled out his stethoscope. She put one end against Jenny's chest.

Jenny flinched. "What are you doing?"

"It's all right. Just hold still, Jen." She listened to Jenny's chest and smirked. "Here, listen. Then you can tell me where she belongs."

The Doctor listened. "Two hearts," he breathed.

"Exactly.

Donna looked at her. "Does that mean she's a, what do you call a female Time Lord?"

"Technically, she's a Gallifreyan," Lilith clarified.

"What's a Gallifreyan?" Jenny asked.

"It's who I am," the Doctor answered. "It's where I'm from."

"And I'm from you."

The Doctor glared at her. "You're an echo, that's all. A Time Lord is so much more. A sum of knowledge, a code, a shared history, a shared suffering. Only it's gone now, all of it. Gone forever."

"What happened?"

"There was a war."

"Like this one?"

The Doctor scoffed. "Bigger. Much bigger."

"And you fought, and killed?"

"Yes," he admitted.

Jenny stared him down. "Then how are we different?"

"Neither of you had a choice," Lilith said, firmly. "Dad, you fought because there was no other way. Jenny fought because that's all she knows. But now there is a choice. She doesn't have to be a soldier, we can teach her more. But she needs you to learn."

Jenny straightened up. "Well, then. First step is getting out of here." She walked over to the bars where the Cline stood. "Hey."

"I'm not supposed to talk to you. I'm on duty," he said.

"I know. Guarding me. So, does that mean I'm dangerous, or that I need protecting?"

Cline chuckled. "Protecting from what?"

"Oh, I don't know. Men like you?" Jenny grabbed him and kissed him. While he was distracted, she snatched his pistol. "Keep quiet and open the door."

"Now, could any of us have pulled that off?" Lilith asked, smugly.

They ran down the halls. A guard was waiting on the lower flight of metal stairs. Lilith swore in Gallifreyan. "That's the way out."

Jenny raised the pistol.

"Don't you dare," the Doctor warned.

"Let me distract this one. I have picked up a few womanly wiles over the years." Donna flipped her hair over her shoulder.

The Doctor put his arm out to stop her. "Let's save your wiles for later. In case of emergency." He rummaged in his coat pockets, and a few moments later a clockwork mouse ground to a halt behind the guard. He picked it up and Jenny karate chopped him from behind. "I was going to distract him, not clobber him," the Doctor hissed.

"Well, it worked, didn't it?" Jenny defended.

The Doctor took the mouse back from the unconscious guard. "They must all have a copy of that new map. Just stay there. Don't hurt anyone."

Jenny looked at Lilith. "Is he always like this?"

Lilith sighed. "Violence is for when nothing else works and when he's trying to get himself killed."

"Does that happen a lot?"

"Option one? Not really. Option two? Oh, yeah."


	16. Sisters Part 2

The Doctor checked the map he took from the guard. "Wait. This is it, the hidden tunnel. There must be a control panel."

"It's another one of those numbers," Donna said, seeing another plaque. "They're everywhere."

"The original builders probably left them. Some old cataloguing system, maybe?" Lilith guessed.

"You got a pen? Bit of paper?" Lilith reached into her transdimensional pockets and pulled out a notepad and a pencil and gave it to Donna. "Because, do you see, the numbers are counting down. This one ends in one four. The prison cell said one six."

"Always thinking, all of you. Who are you people?" Jenny asked.

"I told you," the Doctor said, sonicing the wall, "I'm the Doctor."

"The Doctor. That's it?"

Donna shrugged. "That's all he ever says."

Lilith defended him. "That's all that matters."

"So, you don't have a name either? Are you an anomaly, too?"

"No," the Doctor snapped.

"Oh, come off it," Donna scoffed. "You're the most anomalous bloke I've ever met. "

The Doctor got into the control panel. "Here it is."

"And the Gallifreyans, the Time Lords, what are they for, exactly?" Jenny questioned.

"For?" He frowned. "They're not, they're not for anything."

"So what do you do?"

"I travel through time and space."

"He saves planets," Donna added, "rescues civilizations, defeats terrible creatures. And runs a lot."

Lilith nodded. "She's not joking, there's a ridiculous amount of running involved."

The door opened. "Got it!" the Doctor cheered. Cobb's voice came from somewhere nearby. "Now, what were you saying about running?"

They sprinted down the revealed passageway, only stopping when they reached an array of laser beams crisscrossing the passage.

"That's not mood lighting, is it?"

The Doctor tossed the clockwork mouse into the lasers. It got disintegrated.

"No, I didn't think so," Donna sighed.

"Arming device," the Doctor muttered. He worked on a blue box nearby.

"Donna." Lilith waved her over to check out another set of numbers.

She added them to the list. "Always eight numbers, counting down the closer we get."

"Right, here we go," the Doctor announced. "We'd better be quick."

Cobb's voice was coming closer.

"The General." Jenny started back.

The Doctor stopped her. "Where are you going?"

"I can hold them up."

"No, we don't need any more dead."

"But it's them or us."

"It doesn't mean you have to kill them," the Doctor said.

"I'm trying to save your life," Jenny insisted.

"Listen to me. The killing. After a while, it infects you. And once it does, you're never rid of it."

Jenny looked at him somberly. "We don't have a choice."

"Jen," Lilith said, gently, "there's always a choice."

Jenny shook her head. "I'm sorry."

"Jenny."

Jenny ran around the corner and the Doctor watched her go. "I told you. Nothing but a soldier." He went back to the blue box.

Lilith glared at him "She's trying to help." She turned back to where the sound of gunfire was coming from. "Jenny, come on!"

"I'm coming!" she called back.

The lasers went out. "That's it."

"Jen, leave it! Let's go!"

The Doctor and Donna ran down the corridor, the former dragging Lilith behind him. "Jenny, come on!" Jenny ran around the corner. "That's it."

The lasers reappeared and the blonde skidded to a stop. Lilith swore in Gallifryean.

"No, no, no, no, no, no. The circuit's looped back," the Doctor hissed.

"Zap it back again," Donna suggested.

"The controls are back there."

"They're coming!" Jenny shouted.

"Wait! Just… there isn't…" He looked around, desperately. "Jenny, I can't!"

"I'll have to manage on my own." Jenny tossed the gun away. "Watch and learn, Father." She took a step back and launched herself forward, flipping her way through the laser beams like something out of a spy movie.

Donna gaped at her. "No way. But that was impossible."

"Not impossible. Just a bit unlikely." The Doctor grinned at Jenny. "Brilliant! You were brilliant. Brilliant."

Lilith hugged her sister tightly. "That was freaking epic, Jen."

"I didn't kill him," Jenny said. "General Cobb, I could have killed him but I didn't. You were right. I had a choice."

Cobb and the soldiers appeared at the other side of the lasers. The three girls ran.

Once they made it a safe distance away and the Doctor had caught up, they slowed to a walk. "So, you travel together, but you're not together?" Jenny asked Donna. Lilith laughed.

"What? No. No. No way," Donna denied. "No, no, we're friends, that's all. I mean, we're not even the same species. There's probably laws against it."

Lilith shrugged. "Mom's human. Well, sort of. Don't tell Dad, though."

"And what's it like, the travelling?" Jenny asked before Donna could question the 'sort of'.

"Oh, never a dull moment." Donna grinned. "It can be terrifying, brilliant and funny, sometimes all at the same time. I've seen some amazing things though. Whole new worlds."

"Oh, I'd love to see new worlds," Jenny said, dreamily.

Lilith put her arm around her. "You will. Won't she, Dad?"

He looked back. "I suppose so."

Jenny's eyes went wide. "You mean. You mean you'll take me with you?"

"Well, we can't leave you here, can we?"

"Oh, thank you, thank you, thank you!" She hugged the Doctor. "Come on, let's get a move on." She and Lilith ran ahead.

"You said our mum is human," Jenny said once Donna and the Doctor were out of earshot. "Where is she?"

Lilith bit her lip. "Well, she's not our mom yet. I'm from the future, see. And in the future he married our mom and they have me, then Kel, then the twins. So technically right now, you're my younger sister, but in the eventually, you'll be my older sister."

Jenny frowned. "That's a bit confusing."

"Tell me about it. But that has to be a secret, Dad can't know about his future."

She nodded. Gunfire echoed down the corridor. The two girls looked at each other, then raced back. "They've blasted through the beams. Time to run again." Jenny grinned. "Love the running, yeah?"

The Doctor beamed. "Love the running." They came to a dead end. "Can't be. This must be the temple. This is a door." He started sonicing the wall.

There was another plaque with numbers on it. "And again," Donna said. "We're down to one two now. These can't be a cataloguing system."

"I've got it!" the Doctor shouted.

"I can hear them," Jenny warned him.

"Nearly done."

"They're getting closer."

"Now! Got it." The Doctor got the plain door open and they go through.

Jenny was last. "They're coming. Close the door." The Doctor locked the door. "Oh, that was close."

"No fun otherwise."

Donna looked around. "It's not what I'd call a temple."

Jenny frowned. "It looks more like…"

"Fusion drive transport," the Doctor finished. "It's a spaceship."

Lilith furrowed her eyebrows. "The original one? The one that the first colonists came in?"

The Doctor shrugged. "Well, it could be, but the power cells would have run down after all that time. This one's still powered-up and functioning. Come on."

They headed up a flight of stairs to see someone is cutting their way through another door. "It's the Hath," Jenny said. "That door's not going to last much longer. And if General Cobb gets through down there, war's going to break out."

The Doctor spotted a screen. "Look, look, look, look, look. Ship's log." The screen said, 'Messaline Leader One mission log designation XG2482942-372.' "First wave of human/Hath co-colonization of planet Messaline," he read.

"So it _is_ the original ship," Jenny concluded.

"What happened?" Donna asked.

"Phase one, construction," the Doctor answered. "They used robot drones to build the city."

"But does it mention the war?"

The Doctor scrolled down through Phase One in progress. Lilith pointed to the bottom of the screen. "There, final entry. Mission commander dead. Still no agreement on who should assume leadership. Hath and humans have divided into factions."

She looked at the others. "That must be it. A power struggle. The crew divided into two groups, one for each species, and turned on each other. They started using the progenation machines, and suddenly you've got two armies fighting a never ending war."

"Two armies who are now both outside," Jenny pointed out.

"Look at that," Donna said. The number 60120724 was on a display above a screen showing the whole planet. "I spent six months working as a temp in Hounslow Library, and I mastered the Dewey Decimal System in two days flat. I'm good with numbers. It's staring us in the face."

"What is?" Jenny questioned.

"It's the date. Assuming the first two numbers are some big old space date, then you've got year, month, day. It's the other way round, like it is in America."

Lilith's eyes widened. "It's the New Byzantine Calendar!"

"The codes are completion dates for each section," Donna explained. "They finish it, they stamp the date on. So the numbers aren't counting down, they're going out from here, day by day, as the city got built."

The Doctor grinned. "Yes. Oh, good work, Donna."

"Yeah. But you're still not getting it. The first number I saw back there, was sixty twelve oh seven seventeen. Well, look at the date today."

"Oh seven twenty four…" He trailed off. "No."

Jenny looked at the numbers, confused. "What does it mean?"

"Seven days," Lilith said. "That's it. Seven days."

"What do you mean, seven days?

"Seven days since war broke out," the Doctor said.

"This war started seven days ago. Just a week. A week!" Donna exclaimed.

That confused Jenny even more. "They said years."

"No, they said generations," Lilith corrected. "And if they're all like you, then they're products of the progenation machines."

"They could have twenty generations in a day," the Doctor added. "Each generation gets killed in the war, passes on the legend. Oh, Donna, you're a genius."

"But all the buildings, the encampments, they're in ruins," Jenny said.

"No, they're not ruined. They're just empty. Waiting to be populated. Oh, they've mythologized their entire history. The Source must be part of that too. Come on."

Further along the, Martha turned a corner and saw them. "Doctor!"

The Doctor hugged her. "Oh, I should have known you wouldn't stay away from the excitement."

"Aunt Martha! Are you okay?" Lilith asked, hugging her too.

Then it was Donna's turn. "Oh, you're filthy. What happened?"

"I, er, took the surface route," Martha admitted.

"Positions," Cobb's voice echoed down the halls.

"That's the General. We haven't got much time, " the Doctor said.

"We don't even know what we're looking for," Donna pointed out.

Martha sniffed the air. "Is it me, or can you smell flowers?"

"Yes," the Doctor agreed. "Bougainvillea. I say we follow our nose."

They came to an area in the spaceship filled with plants. The Doctor spun around, taking everything in. "Oh, yes. Yes. Isn't this brilliant?"

They walked up to a glowing globe on a pedestal with wires running to it. There was a control panel and screen nearby. "Is that the Source?" Donna asked.

"It's beautiful," Jenny breathed.

"What is it?"

"Terraforming," Lilith said. "It's a third generation terraforming device."

Donna looked around. "So why are we suddenly in Kew Gardens?"

"Because that's what it does. All this, only bigger, much bigger," the Doctor explained. "It's in a transit state. Producing all this must help keep it stable before they finally—" The Hath and the soldiers ran in from opposite sides. "Stop! Hold your fire!"

"What is this, some kind of trap?" Cobb demanded.

"You said you wanted this war over," the Doctor said to him.

"I want this war won."

"You can't win. No one can. You don't even know why you're here. Your whole history, it's just Chinese whispers, getting more distorted the more it's passed on. This is the Source. This is what you're fighting over. A device to rejuvenate a planet's ecosystem. It's nothing mystical. It's from a laboratory, not some creator. It's a bubble of gases. A cocktail of stuff for accelerated evolution. Methane, hydrogen, ammonia, amino acids, proteins, nucleic acids. It's used to make barren planets habitable. Look around you. It's not for killing; it's bringing life. If you allow it, it can lift you out of these dark tunnels and into the bright, bright sunlight. No more fighting, no more killing."

The Doctor picked up the terraforming device. "I'm the Doctor, and I declare this war is over." He threw it on the floor, where it smashed and released gas and energy. Everyone watches it slowly rise up, then they start to put down their weapons. All except Cobb.

"What's happening?" Jenny asked.

"The gases will escape and trigger the terraforming process," Lilith told her.

"What does that mean?"

Lilith beamed. "It means a new world." Jenny laughed with delight.

Both of the girls noticed Cobb shifting his aim to the Doctor, but Jenny was slightly quicker. "No!"

She jumped in front of her father and the bullet pierced her chest. The Doctor and Lilith caught her before she could collapse and they laid her on the ground, the Doctor taking her into his lap.

Lilith gripped her arm. "Jenny? Jen. Talk to me, Jen."

Martha knelt down next to them to check the wound.

"Is she going to be all right?" Donna choked.

Martha shook her head without a word.

"A new world," Jenny whispered. "It's beautiful."

"Jen, be strong now. You need to hold on, do you hear me?" Lilith begged.

The Doctor held her tighter. "We've got things to do. You, me, and Lilith, hey? Hey? We can go anywhere. Everywhere. You choose."

"That sounds good," she managed.

"You're my daughter, and we've only just got started. You're going to be great. You're going to be more than great. You're going to be amazing. You hear me? Jenny?"

Jenny closed her eyes. Lilith broke into tears.

"Two hearts. Two hearts. She's like me. If we wait, if we just wait…" the Doctor said, voice thick with desperation. He looked up at Martha, begging her to confirm.

"There's no sign, Doctor. There is no regeneration. She's like you, but maybe not enough."

"No," he rasped. "Too much. That's the truth of it. She was too much like me."

The Doctor kissed Jenny's forehead and gave her to Lilith, then went over to Cobb. Cline and another soldier held his arms and made him kneel. The Doctor picked up the pistol and pointed it at Cobb's head.

Donna and Martha watched him worriedly for a few moments before he put the safety back on. "I never would. Have you got that? I never would. When you start this new world, this world of human and Hath, remember that. Make the foundation of this society a man who never would." He started to walk away.

Lilith didn't move.

"Lilith, we have to go," the Doctor said.

"Five and a half hours," she whispered, hoarsely.

"What?"

"Mom says to always wait five and a half hours. I have my vortex manipulator, I'll meet you back at the TARDIS."

Donna knelt next to her. "Lilith—"

"She's a part my family," Lilith snapped. "We always wait. Let me do this."

The other ginger stood and walked away with Martha and the Doctor just as sunlight began to stream through the stained glass windows. Lilith held her sister tightly. "Come on, Jen. Wake up."

Five and a half hours later for her, but a few minutes for the others, Lilith appeared outside the TARDIS.

"Well?" Martha asked.

Lilith bit her lip. "She wasn't meant to travel with Donna, Dad, and I."

The four of them walked into the TARDIS and the ship dematerialized, leaving Messaline behind.


	17. Third Time's the Charm

After dropping Martha off, the Doctor trudged off deeper into the ship to sulk, not that Lilith blamed him. Once he was out of earshot, Donna turned to the other girl. "Alright Spacegirl, what's the deal?"

Lilith raised an eyebrow, innocently. "There something wrong?"

"In the beginning, when Jenny blew up the tunnel, you shouted something at her before she did," Donna said.

Lilith shifted, uncomfortably. "Did I?"

"You did. You yelled, 'Jen! No!'"

"Well, that's her name isn't it? Jenny?"

"Except I hadn't suggested that name yet," Donna pointed out. "So how did you know?"

The Time Lady sighed. "What do you want me to day Donna?"

"How about the truth?" she suggested sarcastically.

"When I told Rose and Martha about my family, I told them I had three siblings. But the truth is, there's seven of us in the family. Not six. Mom, Dad, me, Darkel, Nyx, James, and Jenny."

Donna seemed to understand. "Jenny's not actually dead, is she?"

Lilith shook her head. "No, she's not."

"Then why did you let him think she is?" she demanded. "You saw what her death did to him!"

"Because if I had taken her back with me, it would've caused a paradox!" Lilith took a deep breath. "I only knew to wait five and a half hours because that's what Jenny told me I did the first time I met her."

Donna frowned. "But you just met her today."

"No, I met her a good fifty, maybe sixty years ago. It was after the Ponds were traveling with us, but before the twins were born. Mom, Dad, Darkel, and I were on Estrex Prime and she just saunters up with us with a grin. She looks right at Mom, and says, 'Hi, I'm Jenny. You must be my mum.'"

Lilith laughed. "Dad's just sitting there gaping at Jen like a fish and he finally croaks out her name and she laughs and hugs him. Darkel and I have no idea what's going on. She turns to me and asks, 'So, Lilith, how do you feel about running?' and the two of us race across the field."

Her laughter died. "And then it was time for me to leave. Jenny told me everything I needed to know, gave me a hug, and walked away. That was about twenty years ago."

"You haven't seen the rest of your family in twenty years?" Donna asked quietly.

Lilith shrugged. "Oh, I ran into them a decade or so ago. But otherwise, no."

"I'm sorry."

"I've gotten used to it." Lilith waved away the apology. "For now, you and Dad are my family." She grinned. "How about a shopping trip? I know a great market on Tiaanamaat."

Lilith could tell that Donna was hesitant to let the subject drop, but she smiled back anyway. "Shopping it is."


	18. Confrontation

Donna retreated into the TARDIS to change. Lilith and the Doctor sent the ship into the vortex.

"I don't know how I stood wearing one of these every day," Lilith said, looking down at her dress. "I need to get into some jeans."

"Don't you think it was a bit cruel?" the Doctor asked.

Lilith had a feeling he wasn't talking about the dead Vespiform. No, this was about something a bit more serious. "Just forget it, Dad. You're alive, you've got the same face, and everything worked out."

"All I needed was a shock. Hell, Donna kissing me would've worked. But you had to go and use _her_ instead," the Doctor hissed. "You of all people know how I felt about her. Then you say that? For a moment, I actually hoped…" He trailed off.

" _It's a shock! Look, shock! I need a shock!"_

 _Panicking, Lilith had blurted out the first thing that came to mind. "My mother is Rose Tyler!"_

Lilith eyes widened. "Oh, you think, oh." How was she supposed to go about this? He'd have to forget anyway. "I wasn't just using her name as a shock tactic," she said, gently. "Rose… Rose really is my mom."

The Doctor looked at his daughter. "That's impossible. She's stuck in Pete's World."

"Stuck and fighting to make her way back. And she makes it. Granted, things go wrong and you decide to be a masochistic bastard and you send her away and then close the walls to the void, then I have to go get her after she changes," Lilith rambled. "My point is, after all that, you get her back."

"She… she comes back?" he asked, voice barely a whisper.

Lilith took her father's hand. "She comes back," she confirmed. "You're song isn't over, Dad, not yet."

The Doctor took a moment to let that sink in. "I'm going to have a daughter with Rose." He sank onto the jump seat.

"Four daughters, actually, and one son," Lilith corrected. The Doctor paled. "But that's not the point."

He nodded, and then frowned. "What do you mean, you have to go get her? You wouldn't be able to after I close the universal walls."

She shifted uncomfortably. "Well…" She drew out the syllable like he had the tendency to.

"Lilith, do you know how to cross universes?"

Lilith coughed awkwardly. "I'm not saying I _don't_."

"You mean to tell me," the Doctor said, lowly, "that there is a way for me to get Rose back, and you neglected to tell me?"

"Paradoxes!" Lilith exclaimed. "You wouldn't want to cause a paradox, would you? Besides, it takes major modifications that we don't have access to and won't have access to for awhile."

The Doctor seemed calmed down. "I'm going to have to forget. I can't know she's coming back, can I?"

Lilith shook her head. "No."

"I have to move on thinking I'll never see her again."

"But in the back of your mind, you'll know." She sat next to him and laid her head on his shoulder.

"I miss her," the Doctor said, hoarsely.

"I know, Daddy," Lilith whispered. "I do too."


	19. Reasons to Fear the Dark Part 1

"Books!" the Doctor declared, jovially. "People never really stop loving books." He threw the doors to the TARDIS open. "Fifty first century. By now you've got holovids, direct to brain downloads, fiction mist, but you need the smell. The smell of books, Donna. Deep breath."

"Where are we?" Donna asked.

"The Library." Lilith grinned. " _The_ Library. With a capital 'L'."

"It's like a city!" she marveled, looking around at the vast area of buildings and rails.

"It's a world, literally. The Library is a planet. The core is the index computer. Biggest hard drive _ever_."

The Doctor gestured around. "And up here, every book ever written. Whole continents of Jeffrey Archer, Bridget Jones, Monty Python's Big Red Book. Brand new editions, specially printed." They looked over a balcony onto the roofs below. "We're near the equator, so this must be biographies. I love biographies."

Donna rolled her eyes. "Yeah, very you. Always a death at the end."

He looked at her. "You need a good death. Without death, there'd only be comedies. Dying gives us size." Donna picked up a book, but the Doctor took it from her. "Way-a. Spoilers."

Lilith froze. "What did you just say?"

The Doctor frowned at her. "I said spoilers. These books are from the future. You don't want to read ahead, spoil all the surprises. Like peeking at the end."

" _Can't tell you." She winked. "Spoilers."_

Donna raised her eyebrows. "Isn't travelling with you one big spoiler?"

"I try to keep you away from major plot developments." The Doctor paused, thoughtfully. "Which, to be honest, I seem to be very bad at, because you know what? This is the biggest library in the universe. So where is everyone? It's silent." He used the screwdriver on a nearby information screen, bringing it online.

"The library?"

"The planet. The whole planet."

"Maybe it's a Sunday," Donna suggested.

Lilith made a face. "No, we never land on Sundays. Sundays are boring."

"Well, maybe everyone's really, really quiet."

"Yeah, maybe," the Doctor murmured. "But they'd still show up on the system."

"Doctor, why are we here? Really, why?" asked Donna.

The Doctor shrugged. "Oh, you know, just passing."

She crossed her arms. "No, seriously. It was all let's hit the beach, then suddenly we're in a library. Why?"

"Now that's interesting," the Doctor muttered.

"What?" Donna questioned. "What are you doing?"

"Scanning for life forms. If I do a scan looking for your basic humanoids— you know, your book readers, few limbs and a face— apart from us, I get nothing. Zippo, nada. See? Nobody home. But if I widen the parameters to any kind of life…"

The screen read 'Error 1,000,000,000,000 lifeform number capped at maximum record'.

"A million, million?" Lilith read, incredulously.

"Gives up after that. A million, million."

"But there's nothing here. There's no one."

"And not a sound," the Doctor agreed. "A million, million life forms, and silence in the library."

Lilith shivered, and not just because of her father's ominous words. Something, aside from other humanoids, was missing. The feeling of memories bouncing around in the back of her mind. She didn't know this story.

Her parents never told her.

Donna looked around. "But there's no one here. There's just books. I mean, it's not the books, is it? I mean, it can't be the books, can it? I mean, books can't be alive."

Both the Doctor and Donna reached slowly for a book. A voice made all three of them jump. "Welcome."

"That came from here." Donna pointed in the opposite direction

The Doctor nodded. "Yeah."

They returned to the mostly empty room where they had left the TARDIS. A vaguely humanoid sculpture by a curved desk turned its head and spoke with a female voice from a small face on its surface. "I am Courtesy Node seven one zero slash aqua. Please enjoy the Library and respect the personal access codes of all your fellow readers, regardless of species or hygiene taboo."

Donna stared at it. "That face, it looks real."

"Yeah," the Doctor said, "don't worry about it."

"A statue with a real face, though? It's a hologram or something, isn't it?"

"Really, it's fine, Donna," Lilith insisted.

"Additional," the node continued. "There follows a brief message from the Head Librarian for your urgent attention. It has been edited for tone and content by a Felman Lux Automated Decency Filter. Message follows. Run. For God's sake, run. No way is safe. The library has sealed itself, we can't. Oh, they're here. Argh. Slarg. Snick. Message ends. Please switch off your mobile comm units for the comfort of other readers."

Lilith cocked an eyebrow. "Something tells me that's why we're here."

"Any other messages, same date stamp?" the Doctor asked the node.

"One additional message. This message carries a Felman Lux coherency warning of five zero eleven."

"Yeah, yeah, fine, fine, fine," the Doctor dismissed. "Just play it."

"Message follows. Count the shadows. For God's sake, remember, if you want to live, count the shadows. Message ends."

The Doctor scanned the room, warily. "Donna? Lilith?"

"Yeah?"

"Stay out of the shadows."

* * *

They walked down an aisle between bookshelves. Rows upon rows of books reached across the colossal room. "So," Donna said, conversationally, "we weren't just in the neighborhood?"

"Yeah. I kind of, sort of lied a bit," the Doctor admitted. "I got a message on the psychic paper." He showed the paper to the two gingers. 'The Library. Come as soon as you can. –R' "What do you think? Cry for help?"

"Who's 'R'?" Donna wondered.

"No idea." He looked at Lilith, expectantly.

She shrugged. "What? I can tell you who it's _not_ , but that wouldn't be very helpful."

"If you don't know, then why did we come here? Why did you—?"

"Um, guys?" Lilith said, warily. The lights on the far end of the room started to go out, the darkness moving towards them. "Run!"

They ran until they reached a door. The Doctor tried to open in, but it was stuck. "Come on!" he shouted.

"What, is it locked?" asked Lilith

"Jammed!" the Doctor hissed. "The wood's warped."

"Well, sonic it. Use the thingy," Donna suggested.

"I can't, it's wood."

"What, it doesn't do wood?"

The Doctor started sonicing the door. "Hang on; hang on. I can vibrate the molecules, fry the bindings, I can shatterline the interface…"

"Oh, get out of the way." Donna shoved him to the side and kicked the doors open. They rushed inside, Lilith slamming the doors close and the Doctor bolting them with a book. Lilith leaned her head against the wood. What the hell was that?

"Oh. Hello. Sorry to burst on you like this. Okay if we stop here for a bit?"

She turned around to see the small metal globe that her father had been addressing fall to the ground.

"What is it?" Donna asked.

"Security camera. Switched itself off." The Doctor picked up the globe and ran the sonic over it. "Nice door skills, Donna."

"Yeah, well, you know, boyfriends. Sometimes you need the element of surprise." Donna shrugged. "What was that, what was after us? I mean, did we just run away from a power cut?"

"With the darkness headed directly for us right after we were told to stay out of the shadows?" Lilith snorted. "Not likely."

"Are we safe here?"

"'Course we're safe," the Doctor scoffed . "There's a little shop."

Lilith rolled her eyes. "Right, because no little shop equals homicidal cat nuns and getting possessed by bitchy trampolines."

Donna looked at her. "Now that's a story I need to hear."

"Gotcha!" The Doctor had managed to open the camera's lens. A screen on the camera lit up, displaying the words ' _No! Stop it! No, no!_ ' "Oh, I'm sorry. I really am, I'm so sorry." He put the camera down. "It's alive."

Donna frowned. "You said it was a security camera."

"It is. It's an alive one."

The screen lit up again. ' _Others are coming. The Library is breached. Others are coming._ '

"Others?" Lilith repeated. "What others?"

The Doctor seemed just as confused as she was. Donna went over to a node in the room. "Excuse me, what's it mean, 'others'?"

"That's barely more than a speak your wright machine, it can't help you," Lilith dismissed.

"So why's it got a face?"

"This flesh aspect was donated by Mark Chambers on the occasion of his death," the node said.

Donna gaped at it. "It's a real face?"

"It has been actualized individually for you from the many facial aspects saved to our extensive flash banks. Please enjoy."

"It chose me a dead face it thought I'd like? That statue's got a real dead person's face."

Lilith tilted her head to the side. "Kinda looks like Josh Dallas, to be honest."

"It's the 51st century," the Doctor said, as if that explained everything. "That's basically like donating a park bench.

"It's donating a face!" Donna backed away from the node in horror.

"No, wait, no!" The Doctor grabbed her to prevent her from walking into a dark shadow behind her.

"Oi!" she protested.

"The shadow, look."

Donna looked at the shadow, then back at the Doctor. "What about it?"

"Count the shadows," Lilith quoted, quietly.

"One. There, I counted it."

"Yeah. But what's casting it?" They surveyed the room. But there was nothing there that would be casting the shadow.

"Oh! I'm thick!" the Doctor shouted, causing Lilith and Donna to jump. "Look at me, I'm old and thick! Head's too full of stuff, I need a bigger head!"

"The last thing you need it a bigger head, Dad."

Donna noticed that the lamp at the end of the hallway was dim. "Power must be going."

Lilith shook her head. "This place runs on fission cells. Those things can out burn a damn sun."

"Then why is it dark?" the other ginger questioned.

"It's not."

Donna turned back to ask the Doctor what she meant and noticed that the shadow they'd seen had disappeared. "That shadow. It's gone."

"We need to get back to the TARDIS," the Doctor said.

"Why?"

"Because that shadow hasn't gone. It's moved."

The node spoke again. "Reminder: the Library has been breached; others are coming. Reminder: the Library has been breached; others are coming. Reminder the Library has been breached—"

A door blew open in a flash of bright light, and six spacesuited figures entered the room. The leader adjusted her polarizing filter so they were able to see her face, a very familiar face. "Hello, sweetie."

Lilith's jaw dropped.

"Get out," the Doctor said. "All of you. Turn around, get back in your rocket and fly away. Tell your grandchildren you came to the Library and lived. They won't believe you."

The woman turned to the rest of the group. "Pop your helmets, everyone. We've got breathers."

One of them took off their helmet. It was a young woman. "How do you know they're not androids?"

"Because I've dated androids. They're rubbish."

"Who is this?" a man demanded. "You said we were the only expedition. I paid for exclusives."

The woman shrugged. "I lied. I'm always lying. Bound to be others." She returned her attention to the Doctor. "You came through the north door, yeah? How was that, much damage?"

"Please, just leave. I'm asking you seriously and properly, just leave." The Doctor paused. "Hang on. Did you say expedition?"

"My expedition," the man said, pompously. "I funded it."

"Oh, you're not, are you?" The Doctor made a face. "Tell me you're not archaeologists," he whined.

"Got a problem with archaeologists?" the woman asked, one eyebrow raised.

The Doctor sniffed. "I'm a time traveller. I point and laugh at archaeologists."

Lilith made a squeaking noise.

"Er, is your friend okay?" The woman nodded at Lilith, who was gaping at her, wide eyed.

"Hold up," Lilith said, "you don't know who I am?"

She frowned. "No."

"You don't recognize me at all."

"No, should I?"

Lilith smirked. "I have been waiting for this moment for over sixty years. Oh, _Pond_ ," she broke into a wide grin, "spoilers."

The woman stared. "Lilith?"

"Aunt River." Lilith crushed her in a hug and she reciprocated quickly.

The Doctor cleared his throat. "Lilith, introductions?"

River's eyes gleamed. "Professor River Song, archaeologist."

He shook her hand. "River Song, lovely name. As you're leaving, and you're leaving now, you need to set up a quarantine beacon. Code-wall the planet, the whole planet. Nobody comes here, not ever again. Not one living thing, not here, not ever." The woman who had spoken earlier stepped towards the shadows. "Stop right there! What's your name?"

"Anita," she answered, a bit annoyed.

"Anita, stay out of the shadows. Not a foot, not a finger in the shadows till you're safely back in your ship. Goes for all of you. Stay in the light. Find a nice, bright spot and just stand. If you understand me, look very, very scared."

They all just stared at him. River was smiling; the others gave him blank looks.

"Ooh, they look terrified," Lilith snorted.

"You," the Doctor pointed to one of the men, "who are you?"

"Uh, Dave," he replied.

"Okay, Dave."

"Well, Other Dave," he amended, "because that's Proper Dave the pilot, he was the first Dave. So when we—"

The Doctor cut him off by dragging him to look at the door they came through. "Other Dave, the way you came, does it look the same as before?"

"Yeah. Oh, it's a bit darker. I could see where we cam through just like a moment ago. I can't now."

"Seal up this door," the Doctor ordered. "We'll find another way out.

"We're not looking for a way out," the pompous man said. "Miss Evangelista?"

The second woman, Miss Evangelista, handed the three travelers each a piece of paper. "I'm Mr. Lux's personal… everything. You need to sign these contracts agreeing that your individual experience inside the Library are the intellectual property of the Felman Lux Corporation."

"Alright, then."

"Right, give it here."

"Yeah, lovely. Thanks."

Lilith crumpled her contract and stuffed it in her pocket. The Doctor and Donna ripped theirs up.

"My family built this Library! I have rights!" Mr. Lux protested.

"You have a mouth that won't stop," River corrected. She turned to the Doctor. "You think there's danger here?"

"Something came to the Library and killed everything in it, killed a whole world. Danger? Could be," the Doctor said, voice dripping with sarcasm.

River shook her head. "That was one hundred years ago. The Library's been silent for one hundred years. Whatever came here is long dead."

"Bet your life?"

River winked at Lilith and smiled at him. "Always."

"What are you doing?" They turned to look at Mr. Lux. He was yelling at Other Dave, who was closing the doors.

"He said seal the door."

"You're taking orders from him?"

The Doctor snatched a flashlight from Mr. Lux's hand. "Spooky, isn't it?" He walked to the other side of the area of light and started to look around, using the flashlight to light the dark corners of the room. "Almost every species in the universe has an irrational fear of the dark. But they're wrong. 'Cause it's not irrational."

Lilith's eyes widened. "Vashta Nerada."

"What's Vashta Nerada?" Donna asked.

"It's what's in the dark. What's always in the dark." The Doctor went back to the group. "Lights! That's what we need, lights. You got lights?"

"What for?" River questioned.

"Form a circle, safe area, big as you can, lights pointing out," he ordered.

"Oi! Do as he says," River shouted at the group.

Mr. Lux looked at her incredulously. "You're not listening to this man?"

"Apparently, I am. Anita, unpack the lights. Other Dave, make sure the door's secure, then help Anita. Mr. Lux, put your helmet back on, block the visor. Proper Dave, find and activate a terminal. I want you to access the Library database, see what you can find about what happened here a hundred years ago. Pretty Boy, you're with Lilith and me. Step into my office."

"Aunt River, your Nine is showing," Lilith said, jokingly.

They went over to a desk with an information terminal; the Doctor didn't follow. "Pretty Boy, with me I said." He looked a bit confused, but came over anyway. River was taking things out of her bag. She pulled out her TARDIS journal. "Thanks," she said.

"For what?"

"The usual. For coming when I call."

The Doctor frowned. "Oh. 'R' is you?"

She didn't look up. "You're doing a very good job acting like you don't know me. I'm assuming there's a reason?"

"A fairly good one, actually."

"Okay, shall we do diaries, then? Where are we this time? Uh, going by your face, company, and lack of Lilith's mum, it's say it's the early days for you, yes? So," she flipped a few pages in her journal, "crash of the Byzantium, have we done that yet?"

Lilith snorted. "Wrong body, Aunt River."

"Right, um, oh. Picnic at Asgard. Have we done Asgard yet?" she asked.

He just stared at her.

"Obviously not. Blimey, very early days, then. Huh, life with a time traveler, never knew it could be such hard work." She studied the Doctor's face and looked a bit surprised by what she saw. "Look at you," she whispered. "You're young."

"I'm really not, you know."

"Nah, but you are. Your eyes, you're younger than I've ever seen you. Doctor… please tell me you know who I am." When she got no response, she looked to the young Time Lady with pleading eyes. "Lilith?"

Lilith shook her head. "Unless he met you while I was with Uncle Jack, I'm sorry Aunt River, this is his first time."


	20. Reasons to Fear the Dark Part 2

They were interrupted by a noise. Some sort of alarm, Lilith thought, but different.

"Sorry," Proper Dave apologized, "that was me. Trying to get through into the security protocols, I seem to have set something off. What is that? Is that an alarm?"

"Doctor," Donna said, "that sounds like…"

"It is," he agreed. "It's a phone." He went over to the terminal.

Lilith saw that River looked devastated. She took her hand. "I'm really sorry, Aunt River."

She smiled at her. "I've been expecting this day for a while now. I just…" She shook her head. "When was the last time you saw me?"

"You were there when I left. I haven't seen you since." Lilith hugged River again. "I missed you."

River hugged her back. "Let's see what he's found." They joined the Doctor at the terminal.

"Okay, here it comes," he said. An image of a little girl appeared on the screen. "Hello?"

"Hello," the girl said. "Are you in my television?"

"Well, no. I'm, I'm…" the Doctor struggled for words, "sort of in space. I, I was trying to call up the data core of a triple-grid security processor."

"Dad, she's not going to know what that means," Lilith hissed.

"Would you like to speak to my dad?" the girl questioned. Then her eyes widened in recognition. "I know you! You were in my Library."

" _Your_ Library?"

She frowned. "The Library's never been on the television before. What have you done?"

"Ah I… I just rerouted the interface."

The screen went black. "What happened, who was that?" River asked.

The Doctor tried pressing some more keys, but nothing worked. "I need another terminal. Keep working on those lights, we need those lights!"

"You heard him, people. Let there be light," River barked. She went back over to where the Doctor was working on the terminal near her bag just in time to take her journal from him. "Sorry, you're not aloud to see inside the book. It's against the rules."

"What rules?"

River looked at him, a bit sad. "Your rules."

Lilith looked back and gasped. "Not sure, but I don't think that's supposed to be happening." Books were flying off the shelves of their own accord. "What the hell?"

"What's that? I didn't do that. Did you do that?" the Doctor called to Proper Dave.

Proper Dave shook his head. "Not me."

The terminal screen displayed the access denied screen with the letters CAL written across the top. "What's CAL?"

"What's causing that? Is it the little girl?" River wondered.

"But who is the little girl? What's she got to do with this place?" The Doctor stormed over to Mr. Lux. "CAL, what is it?"

"Sorry, you didn't sign your personal experience contracts," Mr. Lux sniffed.

"Mr. Lux, right now you're in more danger than you've ever been in your who life. And you're protecting a patent?"

Mr. Lux crossed his arms. "I'm protecting my family's pride."

"Let me tell you something, Lux," Lilith said, seriously. "There is no way any of you are leaving this planet alive without his help. Soon we'll all be dead because some idiotic bastard thought his pride was more important than the lives of everyone here."

River looked at Lilith, amused. "Then why didn't you sign his contract?"

"Really, Aunt River?"

"I didn't either. I'm getting worse than him."

The Doctor started pacing. "Okay, okay, okay. Let's start at the beginning. What happened here? On the actual day one hundred years ago, what physically happened?"

"There was a message from the Library," River answered. "Just one. 'The lights are going out'. Then the computer sealed the planet, and there was nothing for a hundred years."

"It's taken three generations of my family just to decode the seals and get back in," Mr. Lux said.

"There was one other thing in the last message." River looked pointedly at Mr. Lux.

"That's confidential."

"The Doctor and Lilith? I trust them with my life," River said, sincerely. "With everything."

"You've only just met the man!" Mr. Lux protested.

River shook her head. "No, he's only just met me." She took something out og her bag and gave it to the Doctor. "This is a data extract that came with the message."

"4022 saved. No survivors," he read.

"4022 is the exact number of people who were in the Library when it was sealed."

Donna frowned. "But how can 4022 people have been saved if there were no survivors?"

"That's what the expedition was for," Lilith guessed. "To find out."

"And so far, we haven't found any bodies," Mr. Lux added.

A scream pierced the air. The group ran through an open panel down a hall to a lecture room where there was a skeleton sitting in the chair wearing the remains of a shredded spacesuit.

"Everybody, careful. Stay in the light," the Doctor warned.

Proper Dave crossed his arms. "You keep saying that. I don't see the point!"

"Shut it!" Lilith hissed at him.

"Who screamed?" the Doctor asked.

"Miss Evengelista."

"Where is she?"

River spoke into her communicator. "Miss Evangelista, please state your current…" She trailed off when her voice echoed from the direction of the skeleton. "Please sate your current…" She pulled a piece of the spacesuit's collar from behind the skeletons back. The green lights of the communicator were still on. "It's her. It's Miss Evangelista."

"We head her scream a few seconds ago. What could do that to a person in a few seconds?" Anita asked.

"It took a lot less that a few seconds," the Doctor said, darkly.

" _Hello?_ " The voice came from the communicator.

River stepped back. "Er, I'm sorry everyone. This isn't going to be pleasant. She's ghosting."

"She's what?"

" _Hello, excuse me? I-I'm sorry, hello? Excuse me?_ "

Donna stared at the skeleton in shock. "That's… that's her, that's Miss Evangelista!"

Other Dave shifted. ""I don't want to sound horrible, but couldn't we just… you know?"

"This is her last moment," Lilith snapped. "You could show a little respect."

" _Sorry, where am I? Excuse me?_ "

"But that's Miss Evangelista," Donna said.

River shook her head. "It's a data ghost, she'll be gone in a moment." She spoke into her communicator. "Miss Evangelista, you're fine. Just relax. We'll be with you presently."

"What's a data ghost?" Donna asked the Doctor.

"There's a neural relay in the communicator. That's it there, those green lights. Sometimes, it can hold an impression of a living consciousness for a short time after death."

"My grandfather lasted a day," Anita offered. "Kept talking about his shoelaces."

" _I can't see, I can't… Where am I?_ "

Lilith covered her mouth with her hand. "Oh, Rassilon."

"She's just brain waves now. That pattern won't hold for long."

"She's conscious!" Donna protested. "She's thinking."

" _I can't see, I can't… I don't know what I'm thinking._ "

"She's a footprint on the beach," the Doctor told Donna. "And the tide's coming in."

" _Where's that woman? The nice woman, is the there?_ "

Donna hesitated. "She means… I think she means me."

" _Is she there? The nice woman?_ "

"Yeah, she's here. Hang on." River turned to Donna. "Go ahead. She can here you."

"Help her," Lilith whispered.

" _Hello? Is that the nice woman?_ "

"Yeah, hello. Yeah, I'm… I'm here. You okay?" Donna's voice shook.

" _What I said before, about being stupid. Don't tell the others, they'll only laugh._ "

The other archaeologists all looked embarrassed. Donna looked to Lilith, who nodded encouragingly. "'Course I won't. 'Course I won't tell them."

" _Don't tell the others, they'll only laugh._ "

"I'm not going to tell them," Donna assured the voice.

The lights on the communicator started to blink. " _Don't tell the others, they'll only laugh._ "

"She's looping now," River said, sadly. "The pattern's degrading."

" _I can't think, I…don't know. I-I-I-Ice cream. Ice cream. Ice cream. Ice cream._ "

"Does anyone mind if I…?" When no one protested, River turned off the communicator.

"That was…that was horrible. That was the most horrible thing I've ever seen." Donna was in tears. The Doctor put a comforting hand on her shoulder.

River glared at the tattered suit. "No. It's just a freak of technology. But whatever did this to her, whatever killed her, I want a word with that."

"I'll introduce you." The Doctor stormed back to the rotunda and the rest of them followed. "I'm gonna need a packed lunch."

"Hang on." River crouched down next to her bag, searching for food, she pulled out her TARDIS journal first.

"What's in that book?" the Doctor questioned.

"Spoilers," she responded.

"Who are you?"

"Professor River Song, University of—"

"To us. To Lilith. Who are you to me?"

There was pity in River's eyes. "Again, spoilers."

"Lilith?" He looked up at his daughter, who bit her lip.

"She's Aunt River. That's all that's important."

River handed the Doctor a lunch box. Chicken and a bit of salad, knock yourself out."

He stared at her for a moment, then stood up. He started scanning the shadows with the sonic screwdriver. Lilith stood back and watched, listening to River and Donna's conversation.

"Oh, God, do I know that man. We go way back, that man and me," River was saying. "Just not this far back."

Donna looked confused. "I'm sorry, what?"

"He hasn't met me yet. I sent him a message, but it went wrong. It arrived to early," River explained. "This is the Doctor in the days before he knew me. And he looks at me, he looks right through me. It shouldn't kill be, but it does."

Lilith couldn't stand the pain in her words. She took River's hand and sent her a wave of mental comfort.

"What are you talking about?" Donna demanded. "Are you just talking rubbish? Do you know him or don't you?"

"Stop!" Lilith hissed.

"Donna! Quiet! I'm working!" the Doctor barked.

Donna rolled her eyes. "Sorry."

"Donna? You're Donna?" River stared at her. "Donna Noble?"

"Yeah, why?"

Before River could answer, the Doctor jumped up and shouted, "Okay, we've got a live one! That's not darkness down those tunnels; this is not a shadow. It's a swarm, a man-eating swarm."

He threw a chicken leg from the lunch box into the shadows. By the time it hit the ground, there was nothing left but the bone. "The piranhas of the air, the Vashta Nerada. Literally 'the shadows that melt the flash'. Most planets have them, but usually in small clusters. I've never seen an infestation on this scale, or this aggressive."

"What do you mean, most planets? Not Earth?" Donna asked.

"Earth too," Lilith confirmed. "Earth and a billion other planets. Where you can find meat, you'll find Vashta Nerada. You can see them sometimes, if you look. They're the dust in the sunbeams."

"If they were on Earth, we'd know," Donna protested.

Lilith shook her head. "Normally, they live on road kill and things. But sometimes people go missing, not everyone comes back out of the dark."

River eyed the shadows around them. "Every shadow?"

"No," the Doctor said. "But any shadow."

"So what do we do?"

"Daleks- aim for the eyestalk. Sontarans- back of the neck. Vashta Nerada… run. Just run."

Lilith looked around. "This is an index point. There must be an exit teleport somewhere."

They all turned to Mr. Lux. "Don't look at me, I haven't memorized the schematics!"

Donna lit up. "Doctor, the little shop! They always make you go through the little shop on the way out so they can sell you stuff."

"You're right! Brilliant!" the Doctor crowed. "Love the little shop!"

"Then let's go." Proper Dave headed towards the shop. Lilith noticed something off about him, but it was the Doctor who spoke up.

"Actually, Proper Dave, could you stay where you are for a moment?"

He frowned. "Why?"

"I'm sorry. I am so, so sorry. But you've got two shadows." The Doctor nodded at the shadows behind Proper Dave. Everyone stared at the extra shadow with horrified looks. Lilith pulled River further away. "It's how they hunt, they latch onto a food source and keep it fresh."

"What do I do?"

"You stay absolutely still. Like there's a wasp in the room. Like there's a million wasps."

"We're not leaving you, Dave," River assured him.

"'Course we're not leaving," the Doctor agreed. "Where's your helmet? Don't point, just tell me."

"One the floor," Proper Dave answered, "by my bag."

Anita grabbed the helmet and gave it to the Doctor. "Thanks. Now, the rest of you put your helmets back on and sealed up. We'll need everything we've got. Professor, anything I can do with the suits?"

"What good are the damn suits?" Mr. Lux demanded. "Miss Evangelista was wearing her suit, there was nothing left!"

River ignored him. "We can increase the mesh-density, dial it up 400 percent. Make it a tougher meal."

"Alright." The Doctor soniced Proper Dave's suit. "800 percent! Pass it on." He went to give the screwdriver to River, but she held up her own.

"Ooh, nice," Lilith complimented.

"Thanks."

The Doctor stared at it. "What's that?"

"It's a screwdriver."

"It's sonic."

"Yeah, I know." River went around sealing up everyone's suits. The Doctor watched her suspiciously for a moment, and then dragged Donna over to the shop.

Lilith followed River as she worked. "When'd you get your own screwdriver?" she asked.

"Your mum and dad paid me a visit a few months ago," River answered. "We went on a trip. I expected you to be there, honestly."

"Don't know how long it's been for them since I left." Lilith shrugged. "Hopefully not the same amount of time. I don't want to go back and find the twins as teenagers in human years."

"Jamie and Nyx were two last I saw."

Lilith glanced back at Proper Dave and froze. "Aunt River…" she said, slowly.

River caught on. "Doctor!"

The Doctor came running back. "What is it?"

The two women pointed at Proper Dave's extra shadow. Or, more accurately, lack thereof. "It's gone."

He frowned. "Where did it go?"

"It-It's just gone," Proper Dave stammered. "I-I looked round, one shadow. See?"

"Does that mean we can leave?" River asked. "Lilith, can you teleport us out of here?"

Lilith shook her head. "This many people with a homemade vortex manipulator? Not gonna work."

"I don't know why we're still here," Mr. Lux said. "We can leave him, can't we? I mean no offence—"

"Shut up, Mr. Lux," River snapped.

"Did you feel anything?" the Doctor questioned. "Like an energy transfer? Anything at all?"

"No, but looked, it's gone." Proper Dave started to turn around to show them.

"Don't move!" Lilith warned. "They never leave and they certainly never give up."

The Doctor knelt down to scan the remaining shadow. "Well, this one's benign."

"Hey! Who turned out the lights?" Proper Dave asked.

The Doctor stood up. "No one, they're fine."

"I can't see a ruddy thing," he protested.

Lilith and her father exchanged looks. "Dave… turn around."

Proper Dave turned back to face the group. His face was invisible in the darkness inside his helmet. "What's going on? Why can't I see? Is the power gone, are we safe here?"

"Dave, I was you to stay still. Absolutely still," the Doctor said. Dave stiffened. "Dave? Dave, can you hear me? Are you all right? Talk to me, Dave."

"I'm fine, I'm okay, I'm… I'm fine."

"You have to stay still."

" _I'm fine, I'm okay, I'm… I'm fine. I can't… Why can't I? I can't… Why can't I? I can't… Why can't I?_ " The lights on his communicator were blinking.

"He's gone," River said. "He's ghosting."

" _Hey! Who turned out the lights? Hey! Who turned out the lights?_ "

"Dad, I know what you're thinking," Lilith growled. "Don't you dare."

The Doctor took a few cautious steps closer to Proper Dave. "Dave, can you hear me?"

" _Hey! Who turned out the lights?_ " He grabbed the Doctor and started choking him. His helmet finally lit, they could see that only a skeleton was left in the spacesuit. " _Hey! Who turned out the lights?_ "

Lilith pulled out her blaster and aimed it at the suit. River grabbed her arm. "All you'll do is make a hole for the Vashta Nerada to get out from." She used her screwdriver to stun the skeleton and free the Doctor, who stumbled back.

"Back from it! Get back, right back!" he shouted.

Everyone started backing away, but the suit cornered them, walking in an awkward manner.

"Doesn't move very fast does it?" River commented.

"It's a swarm in a suit," the Doctor pointed out. "But it's learning."

Several shadows reached out from the suit and crept towards the group. "What do we do? Where do we go?" Mr. Lux panicked.

Lilith was struck with an idea. She flicked a switch on her blaster and yelled, "Duck!" He ducked and Lilith created a hole in the wall.

"Squareness gun!" River grinned at her. "Everybody out. Go, go, go! Move it! Move, move!" The ran through the hole and came to a dark aisle between book shelves. "You said not every shadow."

"But any shadow," the Doctor confirmed.

The suit made it through the hole in the wall. " _Hey! Who turned out the lights?_ "

"Run!" River grabbed Lilith's hand and they ran.

* * *

The Doctor stood on a stack of books, messing with the lamp with his sonic. Lilith and River stood next to him while the rest of them sat there, panting.

"Dad, what the hell are you doing?"

"Trying to boost the power," he told her. "Light doesn't stop them, but it slows them down."

"So what the plan?" River asked, sonicing the lamp. The light became stronger. "Do we have a plan?"

The Doctor stared down at her. "Your screwdriver looks like mine."

"Yeah, you gave it to me."

"I don't give my screwdriver to anyone."

She grinned. "I'm not anyone."

Lilith raised an eyebrow. "Are you enjoying this?"

River smirked and turned back to the Doctor. "What's the plan?"

"I teleported Donna back to the TARDIS," he said. "If we don't get back there in under five hours, emergency program one will activate."

"And send her home," Lilith finished. "I really hate that program. It never ends up going well for us."

The Doctor looked at his sonic and frowned. "She's not there. I should've received a signal, the console signals me if there's a teleport breach."

"And it's already not going well," muttered Lilith.

"Maybe the coordinates have slipped," River suggested. "The equipment here is ancient."

The Doctor ran to a nearby node. "Donna Noble. There's a Donna Noble somewhere in the Library Do you have the software to locate her position?" The node turned around and Lilith gasped. "Donna!" the Doctor breathed, horrified.

"Donna Noble has left the Library," the node said. "Donna Noble has been saved."

River stared at it. "How can it be Donna? How's that possible?"

"Donna Noble has left the Library. Donna Noble has been saved."

" _Hey! Who turned out the lights?_ "

"Dad!" Lilith grabbed the Doctor's hand and pulled him along with the rest of the group. They ran as fast as they could away from the oncoming spacesuit.

"Donna Noble has left the Library. Donna Noble has been saved."

" _Hey! Who turned out the lights?_ "

They were cornered, the suit coming at them from one end of the aisle and shadows moving closer from the other. "Doctor, what are we going to do?" River panicked.

"Donna Noble has left the Library. Donna Noble has been saved."

" _Hey! Who turned out the lights?_ "

Lilith swore in Gallifreyan.


	21. River's Run Part 1

**A/N** WARNING! I've been harassed about this on , so I'm letting you all know now. I CHANGED THE DOCTOR AND RIVER'S RELATIONSHIP. This is _my_ version of the story, not cannon. If you are a Doctor/River shipper and are going to get mad because she doesn't know his name, feel free to skip this chapter and the next one. Otherwise, enjoy.

* * *

 _They were cornered, the suit coming at them from one end of the aisle and shadows moving closer from the other. "Doctor, what are we going to do?" River panicked._

" _Donna Noble has left the Library. Donna Noble has been saved."_

"Hey! Who turned out the lights? _"_

 _Lilith swore in Gallifreyan._

River grabbed Lilith's blaster and used it to make another hole in the wall. "This way! Quickly, move!" The rest of the group ran through the hole and they kept going until the squareness gun opened a hole to a rotunda. "Okay, we've got a clear spot. In, in, in! Right in the center, in the middle of the light. Quickly! Don't let your shadows cross. Doctor?"

"I'm on it." He started scanning the shadows with his sonic screwdriver.

Lilith looked at the skylight. "Sunset's coming. Soon we'll all be dead meat. Found anything yet?"

"Maybe, it's getting harder to tell." The Doctor smacked the sonic against his hand. "What's wrong with you?"

"We're gonna need a chicken leg. Who's got a chicken leg?" Other Dave handed River one and she tossed it into the shadow. It was stripped before it hit the floor. "Okay, we've got a hot one. Watch your feet."

"They won't attack until there's enough of them," the Doctor said. "But they've got our scent now, they're coming."

"I _really_ hate things I can't shoot," Lilith muttered.

"Who are they?" Other Dave asked River. "You haven't even told us. You just expect up to trust them."

Lilith glared at him. "He's the Doctor."

"And who are you?" Mr. Lux asked.

"She's Lilith Smith," River said, fixing the man with a protective stare. "They're the only story you'll ever tell— if you survive them."

"You say the Doctor's your friend, but he doesn't even know who you are," Anita pointed out.

"Listen, all you need to know is this: I'd trust that man to he end of the universe. And, actually, he's been."

"He doesn't act like he trusts you."

River looked back at the Doctor, who was angrily messing with the sonic. "Yeah, there's a tiny problem. He hasn't met me yet."

She and Lilith went over to the Doctor. Lilith knelt next to him. "What's wrong with it?"

"There's a signal coming from somewhere, interfering with it." He frowned at the piece of technology in his hands.

"Then use the red settings," River suggested.

"It doesn't have the red settings yet," Lilith reminded her.

"Well, use the dampers."

"It doesn't have those yet either."

"Try this one." River offered the Doctor her screwdriver.

The Doctor took it and stood. "So some time in the future I just give you a screwdriver."

She smiled. "Yeah."

"Why would I do that?"

River shrugged. "Lilith had been nagging you about giving me one for years." The Doctor looked at her suspiciously. "Look, I didn't pluck it from your cold dead hands, if that's what you're worried about."

"And I know that because…?"

She stepped back, hurt flashing through her eyes. "Listen to me. You've lost your friend, you're angry, I understand. But you need to be less emotional, Doctor. Right now there are six people in this room still alive, focus on that. Dear god, you're hard work young!"

"Young? Who are you?" the Doctor demanded.

"Enough!" Lilith shouted. Both adults turned to look at her. She lowered her voice so the others couldn't hear. "Dad, one day she's going to be one of the people you trust most in this universe. We don't have the time for you to figure that out, so if you won't take her word for it, take mine. Aunt River is family. We can trust her."

The Doctor stared at her, taken aback. River looked at him. "Doctor, are we good?"

He nodded slowly. "Yeah… yeah, we're good."

"Good." They went back to the rest of the group.

"Know what's interesting about my screwdriver? Very hard to interfere with, practically nothing's strong enough. Well, some hairdryers, but I'm working on that. So there's a very strong signal coming from somewhere, and it wasn't there before. So what's new? What's changed?" The group of humans just looked at each other. "Come on! What's different?"

"I don't know, nothing," Other Dave said. "It's getting dark?"

The Doctor was unimpressed. "It's a screwdriver, it works in the dark."

Lilith looked around the room, searching for something different or out of place. Her gaze landed on the moon overhead. "Moonrise…"

"Tell me about the moon. What's there?" the Doctor asked Mr. Lux.

"It's not real, it was built as a part of the Library," Mr. Lux told him. "It's just a doctor moon."

"What's a doctor moon?" Lilith queried.

"A virus checker. It supports and maintains the main computer at the core of the planet."

The Doctor buzzed the sonic. "Well, still active. It's signaling. Someone somewhere in this Library is alive and communicating with the moon. Or, possibly, alive and drying their hair."

Lilith slapped the Doctor's arm. "Focus!"

"Alright! The signal is definitely coming from the moon. I'm blocking it, but it's trying to break through..."

Suddenly, a fuzzy image of Donna appeared. "Dad!" Lilith shouted.

The Doctor looked up from his screwdriver. "Donna!" The image faded. "Hold on, hold on, hold on. I'm trying to find the wavelength. Ah, I'm being blocked."

"Er, Professor?" Anita spoke up, voice shaky.

"Just a moment."

"It's important," she said. "I have two shadows."

They all whipped around to look at Anita. "Okay. Helmets on, everyone," River ordered. "Anita, I'll get yours."

"It didn't do Proper Dave any good."

"Just keep it together, okay?" River helped Anita get the helmet on.

"Keeping it together, I'm only crying. I'm about to die, it's not an overreaction."

"Hang on," the Doctor said, sonicing the visor. It went dark. "I've tinted her visor. Maybe they'll think they're already in there, leave her alone."

"Do you think they can be tricked like that?"

"Maybe. I don't know. It's a swarm, it's not like we chat."

Lilith glanced around the room and bit her lip. "Dad? Aunt River? A word?"

"What's wrong, Lilith?" River asked.

"What is it?"

Lilith spoke quietly. "Aunt River said that there are six people still alive in this room."

"Yeah, so?"

"There aren't six of us. There are seven." They turned around to see another figure in a spacesuit standing in the background.

" _Hey! Who turned out the lights?_ "

"Run!" They sprinted out of the room, spacesuit chasing them.

" _Hey! Who turned out the lights? Hey! Who turned out the lights? Hey! Who turned out the lights?_ "

They ran as fast as they could, coming to one of the hallways that connected to of the buildings. "Professor, go ahead, find a safe spot," the Doctor said.

"It's a carnivorous swarm in a suit, you can't reason with it!" River protested.

"Five minutes."

She glared at him. "Other Dave, stay with him. Pull him out when he's too stupid to live. Two minutes, Doctor." She took Lilith's hand and pulled her into the next building.

"This is literally becoming my worst nightmare," Lilith grumbled. "I can't use my vortex manipulator, I can't use my blaster, we're leaving Dad behind… All that's missing is Darkel getting kidnapped by Daleks and Mom getting upgraded."

They came to a large, round room with a little light. River stopped to scan the shadows with her screwdriver. "You know," she said slowly, "it's funny. I keep wishing the Doctor was here."

"The Doctor is here, isn't he?" Anita questioned. "He's coming back, right?"

River sighed. "You know when you see a photograph of someone you know, but it's from years before you knew them? It's like they're not quite…finished. They're not done yet. Well, yes, the Doctor's here. He came when I called, just like he always does. But not _my_ Doctor.

"Now my Doctor, I've seen whole armies turn and run away from him and his wife. And they'd just swagger off back to the kids and open the TARDIS doors with a snap of their fingers. The Doctor and his family in the TARDIS. Next stop, everywhere."

"Spoilers." All four of them jumped at the sound of the Doctor's voice. "Nobody can open a TARDIS by snapping their fingers. It doesn't work like that."

River smirked. "It does for the Doctor."

"I _am_ the Doctor."

" _One_ of the Doctors," Lilith corrected. "There are twelve of you flying around out there, you know."

He glared at her and walked over to Anita. "How are you doing?"

"Where's Other Dave?" River asked.

"Not coming, sorry."

"Well, if they've taken him, why haven't they gotten me yet?" Anita wondered.

"I don't know." He shrugged, looking down at Anita's two shadows. "Maybe tinting your visor's making a difference."

"It's making a difference all right. No one's ever going to see my face again."

"Can I get you anything?"

Anita chuckled weakly. "An old age would be nice. Anything you can do?" She sighed. "Doctor… when we first met you, you didn't trust Professor Song. And then Lilith whispered something to you, and you did. My life so far… I could do with something like that. What did she say?" The Doctor didn't answer. "Give a dead girl a break. Your secrets are safe with me."

"Safe…" the Doctor repeated, quietly.

"What?"

"Safe," he said again. "You don't saved, nobody says saved, you say safe. The data fragment! What did it say?"

"4,022 people saved. No survivors," Lilith reiterated.

"Nobody says saved, nutters say saved, you say safe. But you see, it didn't mean safe. It meant… it literally meant saved!"

The Doctor dashed to an information terminal. "See, there it is, right there! A hundred years ago, massive power surge, all the teleports going at once. Soon as the Vashta Nerada hit their hatching cycle, they attack. Someone hits the alarm; the computer tries to teleport everyone out."

"It tried to teleport 4,022 people?"

"Succeeded, pulled them all out. But then what? Nowhere to send them, nowhere is safe in the whole Library, Vashta Nerada growing in every shadow. 4,022 people all beamed up and nowhere to go. They're stuck in the system, waiting to be sent, like emails. So what's a computer to do? What does it always do?"

Lilith's eyes widened in realization. "It saved them."

"The Library, a whole world of books, and right at the core, the biggest hard drive in history. The index to everything ever written, back up copies of every single book. The computer saved 4,022 people the only way a computer can."

"It saved them to the hard drive."

An alarm started to sound. "What is it?" Mr. Lux asked, looking around. "What's wrong?"

" _Autodestruct enabled in twenty minutes._ "

Lilith swore in Gallifreyan. "Twenty minutes and the planet cracks like an egg."

"No! No, it's all right, the doctor moon will stop it," Mr. Lux insisted. "It's programmed to protect CAL."

The screen of the information terminal went blank. "No, no, no, no, no, no!" the Doctor cried.

" _All Library systems are permanently offline. Sorry for any inconvenience._ "

"We need to stop this, we've got to save CAL!"

"What is it, what is CAL?" the Doctor demanded.

"We need to get to the main computer, I'll show you," the human said.

Lilith frowned. "It's at the core of the planet."

"Well, then," River said. "Let's go!" She soniced the symbol at the center of the room, and it opened. "Gravity platform!"

The Doctor grinned. "I bet I like you."

"You do." The four of them stepped onto the platform and it started to descend.


	22. River's Run Part 2

"The Data Core!" the Doctor announced, looking up at the glowing energy globe. "4,000 living minds trapped inside it."

"Yeah, well they won't be living much longer. We're running out of time." They moved along, the Doctor coming to a stop at an access terminal.

"Help me," a voice called from somewhere beyond the room. "Please, help me."

River looked around. "Was that a child?"

"The computer's in sleep mode." The Doctor pushed a bunch of keys. "I can't wake it up. I'm trying."

"Doctor, these readings!" River said, studying another terminal.

"I know, you'd think it was… dreaming."

"It is dreaming," Mr. Lux said, flatly. "Dreaming of a normal life, and a lovely dad, and of every book ever written."

Anita shook her head. "Computers don't dream."

"No, but little girls do." He pulled a lever and a door to the next room opened. A node turned its head to face them. It was a little girl's face, pleading for help.

"Please help me. Please help me."

"Oh, Rassilon," Lilith breathed. "It's her, the little girl from the computer."

"She's not the computer. In a way, she is the computer," Mr. Lux explained. "The main command node. This is CAL."

The Doctor spun to face him. "CAL is a child! A child hooked up to the mainframe? Why didn't you tell me this? I needed to know this!"

"Because she's family!" Mr. Lux shouted. "CAL… Charlotte Abigail Lux. My grandfather's youngest daughter. She was dying, so he build her a library and put her living mind inside, with a moon to watch over her, and all of human history to pass the time. Any era to live in, any book to read. She loved books more than anything. He gave her them all. He asked only that she be left in peace. A secret, not a freak show."

"So you weren't protecting a patent," the Doctor realized, "you were protecting her."

"This is only half a life, of course. But it's forever."

"And then the shadows came."

"Shadows," the node whimpered. "I have to… I have to save. Have to save…"

"And she saved them. She saved everyone in the Library, folded them into her dreams and kept them safe."

"Then why didn't she tell us?" Anita asked.

"Because she's forgotten," Lilith answered. "The girl's got over 4,000 minds chattering away inside her head. It would be excruciating."

River looked at the Doctor. "So what do we do?"

"Easy!" he declared. "We beam all the people out of the data core. The computer will reset and stop the countdown. Difficult. Charlotte doesn't have enough memory space left to make the transfer. Easy! I'll hook myself up to the computer. She can borrow my memory space."

"Difficult! It'll freaking kill you!" Lilith said, angrily.

"Yeah, it's easy to criticize."

"It'll burn out both your hearts," River added, "and don't think you'll regenerate."

"I'll try my hardest not to die," the Doctor promised. "Honestly, it's my main thing."

"Dad!" Lilith yelled at the same time River shouted, "Doctor!"

"I'm right, this works. Shut up. Now listen." He pointed at River. "You, Lilith, and Luxy boy, back up to the main library. Prime any data cells you can find for maximum download, and before you say anything else, Professor, can I just mention in passing as you're here, shut up."

River glared at him. "Oh! I hate you sometimes."

"I know!"

"Mister Lux, with us. Anita, if he dies, I'll kill him!"

"Not if I get my hands on him first," Lilith growled. They went back to the interface room. "Listen, dimwit, you go back up. Remember to stay out of the shadows."

Mr. Lux protested. "But he said all three of us!"

River rolled her eyes. "Because we were ever going to listen. Go, Mr. Lux!" He scampered away and she turned to Lilith. "You know what that father of yours is going to do, right?"

"Sadly," Lilith sighed.

"And you know that there's only one way to prevent that."

The young Time Lady's eyes widened when she realized what River was implying. "No. No! Absolutely not!"

"Lilith, it's the only way."

"No. This is _the worst_ idea you've had since we were kids. I promised I wouldn't let you do extraordinarily stupid things."

River cocked an eyebrow. "As I recall, you were terrible at keeping that promise."

Lilith grimaced. "Okay, maybe we did some mildly stupid stuff when we were younger."

"You didn't even try to stop me when I stole that bus."

"That's not the point! The point is this is dangerous. It's _deadly_."

"So is traveling with the Doctor," River pointed out. "You of all people should know that. You've died."

"I regenerated," Lilith corrected. "Something that you won't do."

"Lilith, there are thousands of lives counting on us."

Lilith stomped her foot. "And I can't let you make that sacrifice."

"Look at the timelines. If we do anything else, he dies. It's your job to protect the Doctor when your mother and I can't. So protect him."

Sighing, Lilith conceded. "Fine. Let's do this before I change my mind."

They returned to the Doctor in time to see Anita's spacesuit collapse. The Doctor returned to working at the computer while River knelt next to the suit. "Oh, Anita," she whispered.

"I'm sorry. She's been dead a while now," the Doctor said. "I told you to go!"

"Lux can manage without us, but you can't." River punched the Doctor, knocking him out.

Lilith shook her head. "Was that necessary?"

"Well, it's not like he was going to let me do this _willingly_."

A little later, everything was set up. River sat in a wired up chair, fiddling with the wires. The Doctor was on the ground, handcuffed to a pillar. Lilith sat next to him, rocking back and forth, tears streaming down her face.

" _Autodestruct in two minutes._ "

The Doctor groaned as he regained consciousness. "Oh, no, no, no, no, come on, what are you doing? That's my job!"

"Oh, and I'm not allowed to have a career, I suppose?" River joked.

"Why am I handcuffed?" the Doctor demanded. "Why do you even have handcuffs?"

She smiled at him. "Spoilers!"

"This is not a joke, stop this now. This is going to kill you! I'd have a chance, you don't have any."

"You wouldn't have a chance, and neither do I. I'm timing it for the end of the countdown, there'll be a blip in the command flow. That way it should improve our chances of a clean download."

"River! Please! No!"

"Funny thing is, this means you've always known how I was going to die. All the time we've been together, you knew I was coming here," River said. "That last time I saw you, my you, the future you, you and Lilith's mum turned up on my doorstep. You had a new haircut and suit. You two took me to Darilium to see the singing towers. The towers sang, and you cried."

" _Autodestruct in one minute._ "

"You wouldn't tell me why," River continued, "but I suppose you knew it was time. My time. Time to come to the Library. You even gave me a screwdriver. I thought Lilith had convinced you, that should've been a clue." She sighed. "There's nothing you can do."

"You can let me do this!" the Doctor insisted.

River shook her head. "If you die here, it'll mean I've never met you."

"Time can be rewritten."

"Not those times. Not one line. Don't you dare." She turned to Lilith, who had started to sob. "It's okay. It's okay; it's not over for you. You've got our past. You've got all of those memories. You and me; Mels and Lily. You remember us run!" She shed a tear, but remained determined.

"I swear to you, Melody Pond, I'll find a way to save you," Lilith promised through her tears.

" _Autodestruct in ten…_ "

"Oh, Lily. Lilith Smith, I know," River said.

"… _nine, eight, seven…_ "

"Tell me the game's not over. Tell me there's still more trouble," Lilith begged. "Tell me I'll see you again."

"That would be giving you a spoiler." She smiled tenderly at her through tears.

"… _three, two, one._ "

River plugged together two cables and a blinding flash caused Lilith's vision to go white. When the light died, River was gone.

Lilith used the sonic to unlock the handcuffs and the Doctor pulled her into a hug. She sobbed into his chest. "She's gone. She's gone. She's gone. She's gone."

* * *

They were waiting in the shop while Donna looked for the man who she had been married to in the virtual reality. She trudged over. "Any luck?"

Donna shook her head. "There wasn't even anyone called Lee in the library that day. I suppose he could have had a different name out here, but, let's be honest, he wasn't real, was he?" Neither Lilith nor the Doctor answered. "I made up the perfect man. Gorgeous, adores me, and hardly able to speak a word. What's that say about me?"

"Everything." Lilith elbowed the Doctor hard in the side. "Sorry, did I say everything? I meant to say nothing. I was aiming for nothing. I accidentally said everything."

"What about you two?" Donna asked. "Are you all right?"

"We're always all right," the Doctor said.

She looked at him, solemnly. "Is 'all right special' Time Lord code for 'really not all right at all?'"

"Why?"

"Because I'm all right, too."

They went back to the balcony by the TARDIS and the Doctor put River's diary on the railing. Lilith walked quietly back to the TARDIS and opened the doors with a snap of her fingers. She retreated into the depths of the ship, remembering what her Aunt River had once told her.

 _When you run with the Doctor, it feels like it will never end. But however hard you try, you can't run forever. Everybody knows that everybody dies, and nobody knows it like the Doctor. But I do think that all the skies of all the worlds might just turn dark, if he ever, for one moment, accepts it._

 _Everybody knows that everybody dies. But not every day._ _Some days are special. Some days are so, so blessed. Some days, nobody dies at all. Now and then, every once in a very long while, every day in a million days, when the wind stands fair, and the Doctor comes to call._

 _And everybody lives._

Some days, everybody lives.

But that doesn't mean that everybody wins.


	23. A Period of Mourning

Lilith didn't listen when Donna tried to comfort her. She shrugged the other ginger off and retreated into her room.

Lilith didn't usually spend much time in her room other than to sleep every now and then. The room itself wasn't anything special. Red walls, an oak bookshelf, a dresser, and a bed with a purple duvet.

The purple duvet was soaked with tears.

She didn't know how long she'd been lying there crying, not that she particularly cared, when she felt the bed shift as someone sat down. It was the Doctor, she knew from the telepathic wave of comfort he sent her when he gently rubbed her back.

"I'm so sorry," he whispered. "At least she's alive in the computer."

"But I'm never going to see her again," she whispered back. "She may as well be dead."

"I know, I'm sorry," he said, gently. "In the end, just before… you called her Melody Pond. Was that her real name?"

Lilith didn't respond.

"You don't have to tell me. You could just say 'spoilers'."

"No, that was her thing." She sighed, sitting up. "When I was younger, our family got separated for a few years. Mom had her memory wiped and you, well, you were unavailable. I looked like a human kid, so they put me in foster care. That's where I met Melody. She was my best friend, my confidant, the only one who knew my whole story. She was my sister when I had no family left.

"I was in my third foster home when a grown up Melody marched in and declared, 'My name is River Song and I've come to take custody of my niece, Lilith Smith'. She became more than just my best friend. She looked after me, took care of me when you couldn't. And when time was up, she helped me get back to you. I owe her so much and now…" Lilith choked. "Now I'll never be able to repay her."

She buried her face in the Doctor's shoulder and he let her cling to him tightly. "I wish you were able to talk to me," he said, quietly. "Properly. Without having to hide half of what you're saying."

"It doesn't matter, there's only two people who would understand and the TARDIS can't take me to the Ponds."

"You know where she can take us? Nevarlyn."

Lilith smiled weakly. "The beach planet with orange sand and purple oceans?"

The Doctor stood and offered Lilith his hand. "Allons-y?"

She accepted. " _Vamanos_."

Lilith paused at the door, looking back. She knew she wouldn't be spending too much time in there anymore, and she knew why.

It looked exactly like the room she'd had in Leadworth.


	24. This Episode Doesn't Deserve a Chapter

Once upon a time, Lilith had no problem with being pampered. In fact, she insisted on remaining at her mother's side for the entire duration of the trip every time they landed on a leisure world and went through every experience she did. But Lilith was no longer in her first incarnation. She would much rather be out taking down a dictatorship, or even go strolling through a bazaar, than subject herself to a spa.

So, even after a solid week of disasters, Lilith would steadfast refuse to admit that it was she who suggested they go to Midnight. Donna, of course, was thrilled with the prospect of a leisure planet. She spent what felt to Lilith like hours at the spa before joining the Time Lady by one of the pools.

Lilith hadn't been paying attention to how long it had been since the Doctor had left on the tour bus. She wasn't paying much attention to anything other than the music she was listening to, to be honest. But it certainly caught her attention when the Doctor broadcasted his complete and utter _fear_ before his presence completely disappeared from her mind.

Lilith shot up off the chair and immediately pulled on her jeans and a deep blue turtleneck tank top over the bathing suit she was wearing. Donna opened her mouth to question what the hell she was doing, but Lilith had already set her vortex manipulator to take her to the Doctor and pressed the button.

What she found when she appeared on the tour bus shocked Lilith to the core. Her father, who was stuck in a squatting position, was about to be thrown into the X-tonic sunlight. She drew her blaster and pointed it at one of the men holding the Doctor. "Hey!" she shouted. "Put him down!"

Everyone jumped and gasped at her sudden appearance. "What?" one of the women exclaimed.

"I said, put him down!" Lilith repeated loudly.

"Who are you?" the other man, a professor probably, demanded.

"My name is Lilith Smith. That's my father you're about to kill. Now let go of him or I'll shoot you."

Another one of the women, the hostess, scoffed. "You're bluffing. You're just a kid."

Lilith cocked an eyebrow. She shifted her aim and pulled the trigger. The blast only missed the man's head by an inch. "Next time, I won't miss. Now put. The man. Down." The two people hesitated. "Now!"

They set the Doctor back on the ground and stepped away.

"Good," Lilith said. "Now, who want's to explain why you were about to murder a man? Anyone?" Nothing. She pointed the blaster and the youngest of the women. "You, Glasses, answer the question."

"He- He's possessed. The thing that has him wants to kill us. We have to get rid on him before it does," Glasses insisted.

"And what is this 'thing'?" Lilith asked.

"We don't know. Not even the Doctor knew. It was outside at first, then it got into Mrs. Silvestry. It was repeating our words, then it started saying them with us." Glasses gulped. "Then it was only doing it to the Doctor."

Something about her explanation was familiar. "Repeat, synch up, then latch onto the smartest one in the vicinity, am I right? Just like the Dubreynso."

"You're making that up," the first woman accused. "He claimed to be the cleverest and even he didn't know that the thing is."

"Luckily, it's my job to know things my dad doesn't," Lilith snapped. "And luckily, I know how to get rid of it, too. Put enough distance between the host and the prime entity and its hold snaps. All I have to do is take him and use my teleport of bring us back to the resort. He'd live, leaving you people to deal with the thing. You'd all be dead within the hour. But that's not my problem, is it? Why should I care if you live or die? So I'll just be on my way—"

"You can't!" the man who Lilith had originally threatened protested. "You can't just leave us here!"

"Why not?" she demanded. "You all were about to murder an innocent person. Why should I give a damn about your lives, hmm? Give me one good reason and I'll let you live."

"Because the Doctor would want you to," the teenage boy said. "He didn't want us to kill Mrs. Silvestry, he didn't want anyone dead. What would he think if you were responsible for all of our deaths?"

Lilith lowered her blaster. "What's your name, kid?"

"Jethro Cane."

"You should all thank Jethro Cane. He just saved your damn lives." Lilith stared pointedly at the two people she assumed were Jethro's parents. "This thing that attacked you is similar to a species called the Dubreynso, a consciousness that can spread itself amongst multiple hosts. They're very hard to get rid of, the Dubreynso, virtually impossible to kill. You see, killing just any host doesn't do crap. You can kill as many possessed people as you want. Throw them into X-tonic sunlight if you must, the entity would just find someone else to take over. There's only one way to get rid of the Dubreynso." She whipped her arm back up and shot Mrs. Silvestry in the chest. "You kill the prime host."

The Doctor sucked in a shuddery breath and everyone jumped back. Lilith holstered her blaster and fell to the floor next to him. She pulled his head into her lap and held him as she shook with fear. She stroked his hair and whispered words calming words in Gallifreyan.

Lilith placed his hand on her vortex manipulator and transported them away to safety.


	25. Echo Part 1

Donna Noble watched the ambulance drive away; she turned to start walking back down the street when a blonde woman ran over to her. "What happened, what did they find?" the blonde asked. "I'm sorry, did they find someone?"

Donna shrugged. "I don't know. A bloke called the Doctor… or something."

"Well, where is he?"

"They took him away. He's dead," Donna said. The woman looked shocked, then her face shifted to an empty expression, a sad one. She turned away. "I'm sorry. Did you know him? I mean, they didn't say his name. Could be any doctor."

"I came so far," the woman whispered.

"It could be anyone," Donna assured her.

She turned back. "What's your name?"

"Donna. And you?"

"Oh, I was just passing by, I shouldn't even be here. This is… wrong. It's wrong. This is so…wrong…" The woman seemed distracted by something on Donna's back. "Sorry, what was it? Donna what?"

"Who do you keep looking at by back?" Donna asked.

The woman looked away. "I'm not."

"Yes you are. You keep looking behind me. You're doing it now." She tried to look over her shoulder. "What is it, what's there? Did someone put something on my back?"

But when Donna looked back, the woman was gone. There was no one around.

"Damn, just missed her."

Donna jumped at the sound of a new voice. She spun around to see a familiar girl with ginger hair and ice blue eyes leaning against a brick wall. "Who're you?"

"Echo," the girl said. "I'm an echo. A shadow of a friendship that could've been."

"You're _an_ echo or your name is Echo?"

"Either." She shrugged. "I don't have a name anymore, I've forgotten it. Echo is as good as any."

Donna was going to ask what Echo meant by not having a name anymore, but decided against it and shook her head, walking away.

* * *

"Honestly you two, there's aliens on the news, that took that hospital all the way to the moon, and you're banging on about raffle tickets!"

The doorbell rang; Sylvia got up to answer the door.

"Don't be daft Gramps, it wasn't the moon. It couldn't be."

"Yes, well I am telling you, it's getting worse, these past few years. It's like all of a sudden, they suddenly know all about us. And, there's keen eyes up there and they're watching us and they're not friendly."

"Donna," Sylvia said, coming back into the kitchen, "why didn't you tell me your cousin was going to be staying with us?"

Donna frowned. "Who?"

"Echo, your cousin from America? Your father's niece? You were supposed to let me know that she had to stay with us for awhile."

A girl came to stand next to Donna's mother. The ginger girl she had met all those weeks ago when that Doctor bloke had died. "Hi, Donna. Hi, Wilf." She took a seat at the table as Sylvia left the room again. "They're called the Judoon, you know."

"What're called the Judoon?" Donna asked.

"The species that took the hospital. They're the Judoon," Echo said. "Big space rhinos. I've never run into them before, but I hear they're damn hard to deal with."

Wilf beamed. "Space rhinos! I knew it was aliens."

Donna studied the other ginger. She watched the news with a devastated expression as the reporter announced the death of medical student Martha Jones, investigative journalist Sarah Jane Smith, and children, Luke Smith, Maria Jackson, and Clyde Langer.

Later that night, the two women were taking a walk. "Who are you?" Donna questioned. "Because I don't have a cousin from America, but Mum is absolutely convinced you're related to us."

"I'm not," admitted Echo. "I shouldn't exist, actually. This universe is trying to compensate for that fact, trying to fit me in somewhere, and it stuck me with you. How does it feel, having an alien as a cousin?"

"Shut it."

A loud, electrical buzz filled the air accompanied by a blue flash. A girl wearing a blue leather jacket ran out on an alleyway. "Blimey!" Donna exclaimed, rushing over to her. "Are you alright? What that fireworks or…?"

"I dunno, I was just… walking along. That's weird."

"Right," Echo snorted.

Donna glared at her before realizing that she recognized the blonde. "You're the one. Christmas Eve, I met you in town."

Blondie pushed a lock of hair out of her face. "Donna, isn't it?"

"What was your name?"

"How're you doing?" She abruptly changed the subject. "You're looking good. How's things?"

Echo rolled her eyes. "You mean aside from aliens kidnapping a hospital?"

"Would you shut up about aliens?" Donna snapped at her.

Blondie furrowed her eyebrows. "I didn't say anything about aliens."

"I was talking to her." Donna motioned towards Echo.

"Donna, there's no one else around."

"She can't see me," Echo said quietly. "She doesn't know I'm here."

Donna frowned at her. "Why can't she see you?"

"She's not from this universe. For her, it's like I'm wearing a perception filter. The Doctor died, Donna. I'm a living paradox."

"What's that supposed to mean?"

"What did they say?" Blondie asked.

"She said she's a paradox because a doctor is dead."

Her eyes widened. "What's her name? Is it Lilith?"

Donna shook her head. "She says that her name's Echo." She watched disappointment flicker across Blondie's face before her eyes shifted to something just over Donna's shoulder. "You're doing it again."

"What?" Blondie's face was the picture of innocence.

"Looking behind me. People keep on doing that. Looking at my back.

"What sort of people?"

"People in the street. Strangers. I catch them sometimes, staring at me like they're looking at something. And then I get home, and I look, and there's nothing there." Donna attempted to look at her back, slapping at her shoulder. "See? Look, now I'm doing it!"

Blondie changed the subject again. "What are you doing for Christmas?"

Donna blinked. "I don't know, that's ages away nothing much I suppose. Why?"

"Just… I think you should get out. You and your family. Don't stay in London, just leave the city."

"Can't afford it," Donna said.

"Well no, you got that raffle ticket."

"Ooh, she's in trouble," Echo chuckled.

"Why is she in trouble? How does she know about the ticket?"

Echo bit her lip. "She's warning you. Though, she is right. We do need to get out of the city. We'd be safer somewhere else."

Donna stared at her. "Safer?" She glared at the blonde. "Why won't you tell me your name?" The girl didn't answer. "I think you should leave me alone." She walked away, noticing Echo shoot Blondie a wistful look before following.

* * *

The car pulled into the driveway of a country mansion hotel where Donna had won a trip. Footmen appeared once the car pulled up. Wilf got out, wearing two pairs of antlers on his head. "Cor blimey! That's what I call posh!" He turned to Donna, who was getting out of the car with Echo. "I said you were lucky, didn't I? I always said, my lucky star!"

"Dad! Take those things off!" Sylvia hissed, referring to the antlers.

"No, I shan't! It's Christmas!" he argued.

Echo tensed; Donna noticed. "You've been agitated lately," she noted as they walked up the driveway.

"I've never liked Christmas, something always goes wrong." Echo sighed. "It always ends in disaster."

"Well, let's not focus on that. It's been a hell of a year. I reckon we deserve this."

The next morning, Wilf was lying on the couch, Sylvia was on the double bed, Donna was brushing her hair in the bathroom, and Echo was pacing back and forth nervously.

Someone knocked on the door. "Oi, Gramps! Get that!" Donna shouted. "That'll be breakfast. We've got croissants!"

Wilf groaned and got up. "Why can't you get it, Lady Muck?" he asked Sylvia.

"It's Christmas Day, I never get up before ten. Only, madam there was up with the dawn chorus, like when she was six years old."

"Oi!" Wilf whistled and pointed at Donna. "Merry Christmas!"

Laughing, Donna pointed back. "Merry Christmas!"

Sylvia joined in on the laughter. "Merry Christmas, Dad."

Echo muttered something that sounded suspiciously to Donna like, "Damn Christmas to the pits of hell."

The news came on the TV. " _We have interrupted your program to bring you breaking news._ "

"Have you seen this?" Sylvia shouted to Donna.

Echo stopped her pacing and said something in a different language. Donna walked out of the bathroom. The maid stared at her. " _Tienes algo en tu espalda,_ " she said.

"What?"

" _Tienes algo en tu espalda._ "

"What does that mean? I don't know what you're saying."

The maids voice carried both fear and suspicion. " _Tienes algo en tu espalda!_ "

" _Gracias, se_ _ñ_ _orita, nosotroas sabemos ella tiene algo en su espalda!_ " Echo snapped at the girl.

Donna seemed to catch on and tried to look at what was on her back. But where she finally got a good look in the mirror, nothing was there.

"For God's sake, Donna, don't just stand there! Come and look!" Sylvia shouted.

"… _how this is possible, but this footage is live and genuine. The object is falling on Central London. I repeat; this is not a hoax. A replica of the Titanic is falling out of the sky and it's heading for Buckingham Palace._ " The TV showed the ship headed towards London.

Donna noticed Echo flinch. "Is that… a film or something?"

Echo shook her head. "It's real. She's going to die all over again."

The Titanic crashed into Buckingham Palace and the transmission went dead. A second later, the hotel was shaken. Sylvia tried to change channels. "It's gone dead. All of them."

"No," Echo whimpered. "No, no, no, no, no."

All the staff and guests were gathered in front of the hotel, watching a huge mushroom cloud where London used to be.

"I was supposed to be out there selling papers. I should have been there, we all should," Wilf said. "We'd be dead."

"That's everyone," Sylvia breathed. "Every single person we know. The whole city."

Donna shook her head. "Can't be."

"But it is, it's gone! London's gone!"

"If you hadn't won that raffle…"

Echo gripped onto Donna arm, crying. "No, no, no, no, no."

Donna turned around to see the Spanish maid who, despite everything that was happening, was only watching her with hatred filled eyes.

* * *

Donna, Echo, Sylvia, and Wilf were in a small, crowded office talking to a housing officer. "Leeds?" Donna exclaimed. "I'm not moving to Leeds!"

"I'm afraid it's Leeds or you can wait in the hostel for another three months," the housing officer said.

Sylvia sighed, tiredly. "All I want is a washing machine."

"What about Glasgow?" Donna asked. "I heard there was jobs going in Glasgow."

"You can't pick and choose! We've the whole of Southern England flooded with radiation. Seven million people in need of relocation, and now France has closed its borders. So it's Leeds or nothing." The officer stamped LEEDS on their papers. "Next!"

The Nobles, including Echo, and a bunch of other refugees were driven to Leeds in an army bus. They were left on a street waiting for instructions. "The Daniels family, billeted at number fifteen. Mr. and Mrs. Obego, billeted at number thirty one," a soldier announced. "Miss Contrane, you're in number eight. The Noble family, billeted at number twenty nine."

"That's us," Wilf said. "Come on, off we go."

They walked passed a woman standing in a doorway, who gave them a hostile look. "Used to be a nice little family, number twenty nine. They missed one mortgage payment, just one, they got booted out. All for you lot."

"Don't get all chippy with me, Vera Duckworth!" Donna snapped. "Pop your clogs on and go feed whippets!"

"Sweetheart, come on. You're not going to make the world any better by shouting at it," Wilf soothed.

"I can try," she muttered, darkly. The came to a stop at number twenty nine. "What happens? Do we get keys?"

The door opened and a, enthusiastic, short Italian man came out to welcome them. "Hey-ey! Is a big house! Room for all! Welcome! In you come!"

"I thought this was our house," Donna said.

"Is many people's house! Is wonderful! In, in, in." The man, who introduced himself as Rocco, continued to talk. Donna was only half listening, she was more paying attention to Echo. Before Christmas, she had been peppy and talkative and wouldn't shut up about aliens that she and her father had met.

She had barely said a word since the Titanic crashed into London. She'd been quiet, reserved. She ate less and less and seemed like one of the most depressed people Donna had ever seen. It broke her heart. Echo certainly wasn't her cousin, but she had begun to care about the girl like family.

"And this, this is you." Rocco had led them into the narrow kitchen. "This is your palazzo!"

"What d'you mean, this is us?" Sylvia asked.

Rocco's smile was unwavering. "You live here!"

Donna's eyes darted around the tiny room. "We're living in the kitchen?"

"You got camp beds. You got the cooker, you keep warm, you got the fridge, you keep cool. Is good! Is fun! I go wake Mamma. She likes new people." He left them alone, shouting as he went. "Mamma! Is people! Nice people!"

"Oh, well." Wilf sighed. "We'll settle in, won't we? Make do, huh? Bit of wartime spirit, eh?"

"Yeah, but there isn't a war. There's no fight. It's just… this."

The old man tried to say optimistic. "Well, America, they'll save us. It was on the news. They're going to send Great Britain fifty billion quid in financial aid. God bell America!"

Donna tried to cling on to that hope until the news reported sixty million deaths in America. Sixty million people dissolved into little fat beings. "Aliens," Wilf concluded. Donna didn't even argue.

"I should've stopped it." It took Donna a moment to process that Echo had spoken. She was staring at the TV, forlornly. "We should've stopped it."

Donna didn't ask what she meant until after Sylvia and Wilf had fallen asleep. "How do you mean, you should've stopped it?"

"We were supposed to stop the invasion," Echo whispered. "Dad and I. We were supposed to investigate Adipose Industries. That's where I met you."

"We met on Christmas Eve by the Thames," Donna reminded her.

She shook her head. "No, I mean in our prime universe. We met because Dad, the Doctor, was trying to cheer me up by taking me on an adventure. But it's different here; it's just us. And there's nothing we can do."

Donna knew better than to press when Echo started talking about different universes. Instead, she rolled over and went to sleep.


	26. Echo Part 2

Time rolled on and Donna and Echo started to join the other families in their sing-alongs. They were singing Bohemian Rhapsody when the sound of guns rattling outside disturbed the song. Rocco went to investigate, followed by Echo and the Nobles. The soldiers were firing at the exhaust pipe of a military Jeep.

"ATMOS," Echo breathed.

"What?" asked Donna.

Rocco shouted at the soldiers. "Hey! Firing at the car is not so good! You crazy or what?"

"It's this ATMOS thing!" a soldier yelled back. "It won't stop! It's like gas; it's toxic. It's all the cars. Every single ATMOS car, they've gone mad."

"My fault, all my fault," whimpered Echo.

Donna looked back at her. "This is not your fault."

The soldier pointed his gun at Donna. "You, lady! Turn around! Now!"

"Are you crazy, boy?" Rocco shouted.

"Put the gun down!" demanded Wilf.

"I said turn around, now! Show me your back!" the soldier ordered. Donna raised her hands and turned around. There was nothing on her back. "Sorry, I thought I saw…"

Wilf started berating the soldier, but Donna's attention had turned to the flash of blue light and the fact that the blonde girl from London was walking around the corner. Donna grabbed Echo's hand and they followed her.

She was waiting for them. "Hi."

"Hello."

Blondie motioned to a bench; she and Donna sat, but Echo stayed standing, watching Blondie with pained eyes. They were all silent for a moment. Then the stranger spoke. "It's the ATMOS devices. We're lucky it's not so bad here; Britain hasn't got that much petrol. But all over Europe, China, South Africa… they're getting choked by gas."

"Can anyone stop it?" Donna asked.

She nodded. "Yeah, they're trying right now, a little band of fighters, on board the Sontaran ship. Any second now."

The sky suddenly turned to fire, then went dark again. Donna was the only one who was shocked. "And that was…?"

"That was the Torchwood team. Gwen Cooper, Ianto Jones, they gave their lives. And Captain Jack Harkness has transported to the Sontaran home world. There's no one left."

Echo choked out a sob. "Uncle Jack…"

"You know him?"

She nodded. "He's my godfather. If he's on Sontar, he may as well be dead."

Donna reached out and took Echo's hand. Blondie watched them, curiously. "You sure her name's not Lilith?"

"She said she doesn't remember her name, that she forgot once she was supposed to stop existing, that she's just an echo." Donna sighed. "You're always wearing the same clothes. Why won't you tell me your name?"

"None of this was meant to happen," Blondie said. "There was a man, this wonderful man and his daughter, and they stopped it. The Titanic, the Adipose, the ATMOS. They stopped them all from happening.

"Echo and her father. That… Doctor?"

She nodded. "You knew him."

Donna jerked her head at Echo. "That's what she said, too. That we met in our 'prime universe'."

"I think you dream about him sometimes. It's a man in a suit. Tall, thin man. Great hair. Some _really_ great hair."

"Who are you?"

"I was like you. I used to be you. You've travelled with them, Donna. You've travelled with the Doctor and Lilith in a different world."

Donna shook her head. "You're wrong. You and Echo." She looked at the latter. "I'm sorry, he's dead."

"We need the Doctor more than ever. I've been pulled across from a different universe because every single universe is in danger. It's coming, Donna. It's coming from across the stars and nothing can stop it."

" _What_ is?" Donna demanded.

"The darkness," Blondie said, simply.

"Well, what do you keep telling _me_ for? What am I supposed to do? I'm nothing special. I mean, I'm… I'm not… I'm a temp. I'm not even that, I'm nothing!"

Blondie turned serious. "Donna Noble, you're the most important woman in the whole of creation."

"Oh, don't. Just… don't." Donna sighed. "I'm tired. I'm so… tired."

She stood and offered her hand. "I need you to come with me."

"Yeah, well, blonde hair might work on the men, but you ain't shifting me, lady," Donna sniffed.

To her surprise, Echo chuckled and Blondie smiled. "That's more like it."

"I've got plenty more."

"I know you'll come with me. Only when you want to."

Donna glared at her. "You'll have a long wait, then."

"Not really, just three weeks. Tell me, does your grandfather still own that telescope?"

"He never lets go of it," she confirmed.

Blondie stood. "Three weeks time. But you've got to be certain. 'Cause when you come with me, Donna… I'm sorry, so sorry, but you're gonna die." And with that, she faded away in front of Donna's eyes.

"What did she mean?"

Echo shook her head. "I… I don't know."

* * *

A week later, Echo stood back as Rocco hugged Donna with his usual enthusiasm. "And you! I'm going to miss you most of all, all flame-haired and fiery."

Donna laughed. "Oh, but why do you have to go?"

"It's the new law! England is for the English, et cetera. They can't send us home; the oceans are closed! They build labor camps."

"I know, but labor doing what? There aren't any jobs."

"Sewing! Digging! Is good! Now, stop it before I kiss you too much." Rocco turned to Wilf and saluted. "Wilfred. My capitano."

Wilf saluted back. The two men regarded each other somberly, then Rocco climbed up to the military van were the rest of his family was sitting. Wilf's eyes were red from unshed tears. His voice trembled. "Labor camps. That's what they called them first time. It's happening again."

"I'm sorry," Echo whispered. "I'm so sorry."

Two weeks after that, Donna, Echo, and Wilf sat outside at night, by his precious telescope. "You know," he said, "we'd get a bit of cash if we sold this thing."

"Don't you dare!" Donna scolded. "I always imagined, your old age… I'd have put a bit of money by. Make you comfy. Never did. I'm just useless." Wilf didn't seem to hear her. He was looking through the telescope. "You're supposed to say, 'no you're not'."

"It's no use, Wilf," Echo said, quietly.

"What's wrong?"

"Well, I don't know," Wilf said. "I mean it can't be the lens. I was looking at Orion, the constellation of Orion. You take a look. And tell me, what can you see?"

Donna looked through the telescope, and then looked at the sky. "I can't see anything, it's just black."

"It was there," Wilf insisted. "An entire constellation." Looking up at the sky, they could all see clearly as, one by one, the stars began to disappear. "Look! Look there. They're going out. Oh my god, Donna! The stars are going out!"

Donna looked down at Echo, who didn't seem the least bit surprised. "You knew."

"I've always known."

The two of them turn around to find Blondie there waiting. "I'm ready."

Donna, Echo, and Blondie entered a huge warehouse. There was a circle of mirrors in the center and in the background stood a large blue wooden box. Donna noticed that Echo's eyes were trained on the box, she was hardly breathing. "What is that thing?"

"Home," Echo breathed.

A UNIT captain came over and saluted to Blondie. "Ma'am."

"I've told you," the blonde dismissed, "don't salute." She went to check the computer that was hooked up to the mirrors.

"Well, if you're not going to tell us your name…"

"What, you don't know either?" Donna asked.

"Crossed too many different realities. Trust me, the wrong word in the wrong place can change an entire casual nexus," Blondie said.

Echo nodded. "She's right, you know."

"And who are you?" the captain questioned.

"I'm the Doctor's daughter," Echo answered sharply.

"I was not aware the Doctor had any children."

"Lilith, known to UNIT as the Collector, is a paradox," Blondie explained without looking away from the computer. "She was there to witness her father dying before she was born. That's why I can't see her."

The captain turned to Donna. "You must be Miss Noble."

"Donna," she corrected.

"Captain Erisa Magambo. Thank you for this."

"I don't even know what I'm doing," Donna admitted.

"Is she awake?" Echo, who was stroking the wooden box, asked Magambo.

"Seems to be quiet today. Ticking over. Like it's waiting."

Echo's hand hesitated over the handle. She looked back at Donna. "Come inside with me."

Donna frowned. "What's a 'police box'?"

"They salvaged her from underneath the Thames. Just go inside." Blondie gave Donna a little push.

Donna wrapped her hand around Echo's and together they pushed opened the doors. "No. Way!" Mouth open, she walked around the outside of the box, then back inside to make sure that she wasn't hallucinating.

Blondie came to stand in the doorway. "What d'you think?"

Donna looked around her. "Can I have a coffee?"

Someone brought her a coffee mug and the blonde joined the two gingers. "She's called the TARDIS," Echo said, stroking the console fondly. "It stands for Time and Relative Dimension in Space."

"Time and relative dimension in space," Donna repeated, shaking her head.

"This room used to shine with light. I think it's dying." Blondie touched the console and the rotor rose a bit. "Still trying to help."

"And it belonged to the Doctor?"

"The Doctor and Lilith."

Donna turned to Echo. "And you, your real name is Lilith?"

Echo bit her lip. "I…I think so, yes. The two of us, the Doctor and I, we were the last of the Time Lords."

"But if he was so special, what was he doing with me?"

Blondie and Echo spoke in unison. "He thought you were brilliant."

"Don't be stupid," Donna scoffed.

"But you are!" the blonde insisted. "It just took the Doctor to show you that, simply being with him. He did the same to me. To everyone he touches."

"Were you and him…?"

She thought the other woman wasn't going to answer, but she did. "We were." Her eyes drifted to Donna's back. "Do you want to see it?"

"No." After a moment, she changed her mind. "Go on, then."

Blondie led Donna to the center of mirrors. "We don't know how the TARDIS works, though I'm sure Lilith could explain it. But we've managed to scrape off the surface technology. Enough to show you the creature."

Donna winced. "It's a creature?"

"Out of the circle, please," Magambo said.

"Yes, ma'am." Blondie left the circle, unknowingly standing next to Echo.

"Ready? And activate." The lights around the circle turned on. Frightened, Donna closed her eyes. "You'll have to open your eyes, Miss Noble."

"Is it there?" Donna asked, weakly.

"Open your eyes," Echo urged. "Look at it."

Slowly, Donna opened her eyes and was able to finally see her back in the mirrors. There was a massive beetle clinging to her shoulders. She started to spin around in panic, trying to get a better look.

"It's okay, it's okay. Calm down. Donna? Donna."

Donna stopped spinning and took a shaky breath, trying to calm herself. "What is it?"

"We don't know," Blondie shrugged at the same time Echo said, "A Time Beetle."

"A time beetle?"

"That seems likely," the blonde admitted. "It feeds off time by changing time, by making someone's life take a different turn. Meetings never made, children never born, a life never loved. But with you its…"

"But I never did anything important," Donna protested.

"Yeah, you did. One day, that thing made you turn right instead of left."

"When was that?"

"Oh, you wouldn't remember. It was the most ordinary day in the world. But by turning right, you never met the Doctor and the whole world just changed around you. We can't even touch it. It seems to be in a state of flux."

Donna, fed up with the technobabble, demanded, "What does that mean?"

Blondie shrugged, but Echo answered. "It means one millisecond it's there, the next it's not. Time itself can't decide whether it's presence is a fact or not."

"You two told me I was special!" Donna shouted. "But it's not me! It's this thing, I'm just a host!"

Blondie shook her head. "No, there's more than that. The readings are strange. It's… it's like reality's just bending round you. We get separate readings from you and the creature, see. And they've always been there, since the day you were born."

"This is not relevant to the mission," Magambo snapped.

"You can shut your mouth," retorted Echo.

"I thought it was the Doctor we needed," Blondie continued, "but it's the both of you. The Doctor and Donna Noble, together, to stop the stars from going out."

"Why? What can I do?" Donna paused. "Turn it off, please." Magambo powered down the machine. The lights went off and the two others went to comfort Donna, Blondie touching her arm and Echo taking her hand. "It's… it's still there, though. What can I do to get rid of it?"

"You're going to travel in time," the blonde answered. "We've adapted the—"

Echo interrupted. "Tell her you don't need their technology."

Donna frowned. "Why? Isn't technology kind of necessary for time travel?"

Blondie seemed to understand though. "Lilith has her vortex manipulator, it's safer than what we have. Can she hear me?"

"Yeah."

"The TARDIS tracked down the moment of intervention. Monday the 25th, one minute past ten in the morning. Her car was on Little Sutton Street leading to the Ealing Road, but she turned right heading towards Griffin's Parade." She turned to Donna as Echo messed with her 'vortex manipulator'. "You have to turn left. That's the most important thing. You've got to go back, turn left. Have you got that Donna? One minute past ten, make yourself turn left, heading for the Chiswick Highroad."

"I can't make us end up right outside the car, so I'll set the coordinates for about nine minutes to ten," Echo said.

"That thing," Donna pointed to the tech on Echo's wrist, "that's a time machine?"

Blondie smiled. "A mini time machine. Just remember, when you get to the junction, change the car's direction by one minute past ten."

"How do I do that?"

"It's up to you and Lilith. Good luck."

Donna gulped. "I understand now. You said I was going to die, but you mean this whole world, it's going to blink out of existence. But that's not dying, because a better world takes its place. The Doctor's world where I'm still alive! That's right, isn't it?"

Echo didn't give Blondie a chance to respond. She put Donna's hand on the vortex manipulator and pressed a button. In the blink of an eye, Donna found herself standing on an ordinary street. She looked around. "This is Sutton Court! We're half a mile away."

Echo swore. "This damn thing got the time coordinates wrong. We've only got four minutes to work with."

They looked at each other, then started to run. They ran down street after street until Donna had to stop to catch her breath. "We're not going to make it." A blue van caught her eye and she was hit with a realization.

 _You're gonna die_.

Echo came to the same conclusion and glared at the other woman. "Don't you dare, Donna Noble!"

But Donna didn't listen. She threw herself in front of the van.

Next thing she knew, she was lying on the ground with Blondie and Echo standing over her. No, not Echo. Lilith.

"Tell him this," Blondie said. "Two words." She whispered something in Donna's ear. Donna's eyes closed and her head fell to the side.

Somewhere on Little Sutton Street, a past Donna turned left.

* * *

Lilith found herself sitting in a fortuneteller's tent. She struggled to remember what had happened in the other reality while the Doctor was poking at the Time Beetle with a stick.

"Sometimes I think there's way too much coincidence around you, Donna," the Doctor was saying. "I met you once. Then Lilith and I met your grandfather. Then I met you again. In the whole wide universe, I met you for a second time. It's like something's binding us together."

"Don't be so daft," Donna snorted. "I'm nothing special."

The Doctor looked at her fondly. "You are. You're brilliant."

 _He thought you were brilliant._

"They said that," Donna whispered.

"Who did?"

"Echo, er, Lilith and that woman."

"Well, she never existed now," the Doctor dismissed.

Donna frowned. "No, but she said… the stars… she said the stars are going out. In all worlds. Every world. She said the darkness is coming, even here."

The Doctor was suddenly suspicious. "Who was she? What did she look like?"

"I don't know. She was blonde."

"What was her name?" he asked, urgently. "Donna, what was her name?"

"I don't know!" she exclaimed. "But she told me to warn you. She said two words."

"What two words? What were they? What did she say?"

Lilith had a sick feeling she knew the answer before Donna said it. "Bad Wolf."

The Doctor and Lilith exchanged looks of shock and a bit of horror. They ran outside and looked around. 'Bad Wolf' was everywhere. On the banners, the posters, and even on the TARDIS. Every piece of text was replaced by those two words.

Terrified, the two Gallifreyans pushed into the TARDIS followed by their companion. The interior was lit by a red light and the cloister bell was ringing. "Doctor, Lilith, what is it?" Donna asked. "What's Bad Wolf?"

The Doctor's reply was filled with fear. "It's the end of the universe."


	27. The Medusa Cascade

_Terrified, the two Gallifreyans pushed into the TARDIS followed by their companion. The interior was lit by a red light and the cloister bell was ringing. "Doctor, Lilith, what is it?" Donna asked. "What's Bad Wolf?"_

 _The Doctor's reply was filled with fear. "It's the end of the universe."_

They materialized on Earth and the Doctor burst through the doors. Everything was calm. "It's fine… Everything's fine," the Doctor breathed. "Nothing's wrong, all fine. Excuse me! What day is it?" he shouted to a passing milkman.

"Saturday!" the milkman told him.

"Saturday. Good. Good, I like Saturdays."

Out of nowhere, Lilith's head started pounding. It was a mix of the pain she had felt on Krop Tor, and the sensation on there being something she needed to know like when they had gone to the end of the universe.

"So I just met Rose Tyler?" Donna asked.

"Yeah."

"But she's locked away in a parallel world."

Lilith snorted. "Clearly, she got out."

"If she can cross from her parallel world to your parallel world, then that means that the walls of the universe are breaking down," the Doctor said. "Which puts everything in danger. _Everything_. But how?" He dashed back into the TARDIS, followed by Lilith and Donna.

The Doctor started fiddling with the controls, setting up scans of the universal walls. Donna walked up to him. "Thing is, Doctor. No matter what's happening, and I'm sure it's bad, I get that, but Rose is coming back. Isn't that good?"

He looked up at her, a smile stretching across his face. "Yeah."

But the smile lasted only a moment. There was a loud bang and the TARDIS shook violently.

"What the hell was that?"

Lilith frowned. "It came from outside."

The two Gallifreyans ran to the door and looked out. They were in space with nothing but several asteroids around. Donna joined them and they all stared out into the empty space, confused. "But we're in space."

The Doctor dashed back to the console. "Dad, what's going on?" Lilith asked."

He looked at the monitor. "We haven't moved, we're fixed. Can't have! No!" In disbelief, he ran back to the door. "The TARDIS is still in the same place, but the Earth has gone. The entire planet, it's gone."

Donna gazed at him in shock. "But if the Earth's been moved, they've lost the sun! What about my mum? And Grandad? They're dead, aren't they? Are they dead?"

Lilith grunted in pain and held her head. The Doctor returned to the monitor, but the human check to see if she was okay. "Are you alright?"

"They're alive," Lilith hissed. "They're being kept alive. But the other's are screeching, screaming, shouting. One word."

"There's no readings." The Doctor gaped at the screen. "Nothing. Not a trace. Not even a whisper. That is fearsome technology!"

"So what do we do?" Donna questioned.

"We've got to get help."

"From where?"

"The only place we can go. I'm taking you to the Shadow Proclamation."

The TARDIS shook while she flew through the space, heading towards the people who's name the Doctor used as a threat, but constantly avoided. "So go on then, what is the Shadow Proclamation, anyway?"

"Fancy name for the police," Lilith said as the pain in her head ebbed away. "The outer space police."

The TARDIS materialized inside a building. As the trio stepped out, several Judoon pointing guns at them greeted them. Lilith reached for her blaster, but the Doctor stopped her.

"Sco bo tro no flo jo ko fo. To to!" the lead Judoon said.

"No bo ho sho ko ro to so," the Doctor replied. "Bo-ko-do-zo-go-bo-fo-po-jo!" The Judoon lowered their guns. "Mo ho."

The space rhinos led them to a pale woman with red eyes. The Shadow Architect. "And who are you?"

"I'm the Doctor, a Time Lord, and this is my daughter, the Collector."

"Time Lords are the stuff of legend. They belong in the myths and whispers of the higher species. You two cannot possibly exist."

"Yeah, more to the point, we've got a missing planet!"

"Then you're not as wise as the stories would say," the Shadow Architect said. "The picture is far bigger than you can imagine. The whole universe is in outrage, Doctor. Twenty four worlds have been taken from the sky."

"How many? Which ones? Show me!" the Doctor demanded.

The Shadow Architect brought them to a computer. "Location range far and wide, but all disappeared at the exact same moment, leaving no trace."

The Doctor browsed through the files on the lost planets, Lilith reading over his shoulder. "Callufrax Minor, Jahoo, Shallacatop, Woman Wept…"

"Clom?" Lilith interrupted. "Like Raxacoricofallapatorius' sister planet? Home of the Abzorbaloff? Who'd want Clom?"

"All different sizes, some populated, some not, but all unconnected."

"What about Pyrovillia?"

The Shadow Architect looked at Donna. "Who is the other female?" she asked condescendingly.

"Donna! I'm a human being," Donna snapped. "Maybe not the stuff of legend, but every bit as important as Time Lords, thank you. Way back when we were in Pompeii, Lucius said Pyrovillia had gone missing."

"Pyrovillia is cold case. Not relevant," a Judoon declared.

"How do you mean, cold case?"

"The planet Pyrovillia cannot be part of this," the Shadow Architect claimed. "It disappeared over two thousand years ago."

Lilith shook her head. "It could be related. There's the breeding planet, Adipose III, too. Matron Cofelia said that it was lost. That must've happened a while ago."

"That's it!" the Doctor exclaimed. "Planets are being taken out of time as well as space. Let's put this into 3D." He fiddled with the computer and a hologram of the lost planets appeared in the air. "Now, if we add Pyrolillia and Adipose III." Two more spheres were added to the hologram. "Something's missing. Where else, where welse? Lost, lost, lost… Oh! The Lost Moon of Poosh!" As he added the last one, the hologram suddenly moved and rearranged the planets.

"What did you do?" the Shadow Architect asked.

"Nothing. The planets rearranged themselves into the optimum pattern. Look at that! Twenty seven planets in perfect balance. That is gorgeous!"

"Oi, don't get all spaceman," Donna admonished. "What does it mean?"

"All those worlds fit together like pieces of an engine," Lilith answered. "It's like a powerhouse. But what for?"

"Who could design such a thing?" the Shadow Architect wondered.

"Someone tried to move the Earth once before. Long time ago… can't be," the Doctor murmured.

' _Who?_ ' Lilith asked.

' _What did you say earlier? The other's are screaming one word?_ ' But that was all the Doctor offered as he and the Shadow Architect continued to study the computer and go over options. Lilith started pacing back and forth, going over all of the stories her father had told her. But she didn't remember anything about the Earth being stolen before.

"Donna, come on. Think," the Doctor said. "There must've been some sort of warning. Was there anything happening back in your day? Like electrical storms, freak weather, patterns in the sky?"

Donna thought about it. "There were the bees disappearing."

"The bees disappearing," the Doctor repeated, unimpressed. Donna shrugged. "The bees disappearing." Something dawned on him. "The bees disappearing!" He ran back to the computer.

"How is that significant?" the Shadow Architect asked.

"On Earth we have these insects," Donna told her. "Some people said it was pollution or mobile phone signals."

"Or they were going back home," muttered the Doctor. "The planet Melissa Majoria."

"Are you saying bees are aliens?" Donna demanded.

Lilith raised an eyebrow. "Did we not run into a giant freaking wasp just a couple months ago?"

"Don't be so daft. Not all of them. But if the migrant bees felt someone coming, some sort of danger, and escaped… Tandocca!"

The young Time Lady's eyes widened in realization. "The Tandocca Scale!"

"Tandocca Scale is the series of wavelengths used as a carrier signal by migrant bees," the Doctor explained. "Infinitely small, no wonder we didn't see it! Like looking for a speck of cinnamon in the Sahara! But look! There it is, the Tandocca trail. The transmat that moved the planets was using the same wavelength, we can follow the path!"

"And find the Earth!" Lilith finished, dragging Donna back to the TARDIS.

The Doctor started a scan on the monitor. A dot started blinking on the screen. "I've got a blip!" he announced to the Shadow Architect. "It's just a blip, but its' definitely a blip!"

"Then according to the Strictures of the Shadow Proclamation, I will have to seize your transport and your technology," she said.

Lilith joined the Doctor in the doorway. "Excuse me?"

"The planets were stolen with hostile intent. We are declaring war, Doctor, right across the universe. And you will lead us into battle!"

"Right, yes, 'course I will. I'll just go and get you the key." The two of them ran back to the console. The Doctor grinned at Donna as Lilith pulled the dematerialization lever.

The time rotor rose and fell, making the customary grinding noise, as the TARDIS was in flight. Then it stopped suddenly. The Doctor frowned. "It's stopped."

"What do you mean?" Donna asked. "Is that good or bad? Where are we?"

He checked the monitor. "The Medusa Cascade. I came here when I was just a kid, ninety years old. It was the center of a rift in time and space."

"So where are the twenty seven planets?"

"Nowhere. The Tandocca trail stops dead." He paused. "End of the line."

"What do we do? Doctor? What do we do?"

The Doctor just stared ahead, defeated. Lilith reached out to him. "Dad?"

"Now don't do this to us. No, don't. Not now. Tell me what are we going to do? You never give up, please."

But they got no response. Out of nowhere, Lilith felt a sharp stab of pain. She shouted and gripped her head. "Gah!"

"Lilith?"

"Hate," she said through gritted teeth, "nothing but hate. They're calling. The other's are screeching, screaming, shouting. One word. Exterminate! They're calling. They're calling."

As if on cue, Martha cell phone started to ring, snapping the Doctor out of lethargy. "Phone!" he exclaimed and grabbed the cell, answering it. "Martha, is that you?" The response was a constant beeping. "It's a signal!"

"Can we follow it?"

"Just watch me!" The Doctor danced around the console flipping switches and twisting knobs. "Got it! Locking on!" He pulled a lever and the TARDIS shook violently. The room was lit but red lights, the cloister bell was deafening, and bits of the console were sparking and burning.

"We're traveling through time! One second in the future!" the Doctor shouted. "The phone call's pulling us through! Three! Two! One!"

One by one, the lost planets appeared on the scanner. "Twenty seven planets! And there's Earth! Why couldn't we see them?" asked Donna.

"The entire Medusa Cascade is a second out of synch with the rest of the universe," Lilith said. "It's the perfect hiding place, a pocket of time."

The monitor beeped. "Oh, what's that? Hold on, some sort of subwave network…" the Doctor messed with the controls and the monitor split into four sections. One showed the three of them; one showed Jack, Gwen, and Ianto; one showed Sarah Jane and Luke; and the last showed Martha and her mother.

Jack, Sarah Jane, and Martha all started talking at once.

" _Were the hell have you been? Doctor, it's the Daleks!_ "

" _It's the Daleks. They're taking people to their space ship._ "

" _It's not just Dalek Caan!_ "

The Doctor took inventory of who was on the screen. "Sarah Jane! Who's that boy? That must be Torchwood. Aren't they brilliant? Look at you all, you clever people!"

"That's Martha. And who's he?" Donna pointed at Jack.

"Captain Jack. Don't, just don't."

' _Everyone except Rose…_ " Lilith thought.

The screen turned to white noise. "We've lost them."

The Doctor frantically worked on the controls. "No, there's another signal coming though, there's someone else out there." He whacked the top of the monitor. "Hello? Can you hear me? Rose?"

" _Your voice is different. And yet, its arrogance is unchanged._ " The Doctor froze, recognizing the voice. An image of the creepiest looking man appeared on the screen. " _Welcome to my new Empire, Doctor. It is only fitting that you should bear witness to the resurrection, and the triumph, of Davros. Lord and creator of the Dalek Race!_ "

Lilith swore in Gallifreyan.

" _Have you nothing to say?_ "

"Doctor, it's all right," Donna said, reassuringly. "We're in the TARDIS. We're safe."

"But you where destroyed," the Doctor protested, "in the very first year of the Time War at the Gate of Elysium. I saw your command ship fly into the jaws of the Nightmare Child. I tried to save you."

" _But it took one stranger than you. Dalek Caan himself._ "

" _I flew into the wild and fire, I danced and died a thousand times,_ " a Dalek sing-songed. It sat in its casing, the top of the armor open.

" _Emergency Temporal Shift took him back into the Time War itself,_ " Davros said.

The Doctor shook his head. "But that's impossible! The entire War is timelocked!"

" _And yet, he succeeded. Oh, it cost him his mind. But imagine; a sing, simple Dalek succeeded where Emperors and Time Lords have failed. A testament, don't you think, to my remarkable creations?_ "

"And you made a new race of Daleks?"

" _I have myself to them, quite literally. Each one grown from a cell of my own body._ " Davros opened his tunic to reveal that his flesh had been ripped off. His ribs and heart were visible.

Lilith gagged. "It is the most freaking disgusting thing I have ever seen."

" _New Daleks. True Daleks. I have my children, Doctor. What do you have?_ "

"After all this time, everything we saw, everything we lost, I only have one thing to say to you." The Doctor switched to his deflecting cheery tone. "Bye!" The screen went blank. He pulled a lever and the TARDIS flew off towards the Earth.

* * *

They materialized on a deserted street full of abandoned cars, broken bikes, and scattered garbage. "Like a ghost town," Donna breathed.

Lilith looked around. "Or the world under the Master's rule."

"Sarah Jane said they were taking the people," the Doctor said. "What for? Think, girls, when you met Rose in that parallel world, what did she say?"

"Just 'the darkness is coming'." Donna looked away, thinking. Lilith spotted something behind the Doctor. She covered her mouth. Donna smiled. "Why don't you ask her yourself?"

The Doctor turned around. There was Rose at the other end of the street, looking at him with a bright smile. He stared at her for a moment, not quite believing what he was seeing. Then Rose started to run towards him and so did the Doctor. Neither noticed the threat until it was too late.

" **Exterminate!** "

The Dalek shot at the Doctor. The death ray only skimmed his chest, but it was enough to make him fall. Lilith raced forward. Jack appeared and blasted the Dalek while Rose and Donna ran to the Doctor. Rose and Lilith got there first. They knelt beside him, Lilith gripping his arm and Rose taking his head in her arms.

"I've got you," the blonde said. "I missed you. Look, it's me."

The Doctor was barely conscious, but still smiling. "Rose…"

"Hi."

"Long time no see."

"Yeah. Been busy, you know?" she chuckled weakly. The Doctor shouted in pain. "Don't die, oh god, don't die. Oh my god, don't die."

Donna and Jack reached them. "Get him into the TARDIS, quick. Move!" The three girls supported the Doctor and brought him back to the TARDIS while Jack picked up Rose's gun and covered the way.

They laid the Doctor on the grating. Rose and Lilith clutched him desperately. "What do we do?" Donna panicked. "There must be some medicine or something."

"Just step back," Jack ordered. "Rose! Lilith! Do as I say and get back! He's dying and you know what happens next."

Lilith could feel time shifting and her memories changing. "No!" she shouted. "This isn't supposed to happen! It's too early!"

"What do you mean?" Donna asked.

"I came all this way," Rose sobbed.

"What do you mean?" Donna repeated. "What happens next?"

The Doctor lifted up his hand and Lilith saw that it was starting to glow. "It's starting…" he managed.

"No!"

Jack pulled a protesting Rose and a screaming Lilith away from the Doctor. "Here we go. Good luck Doctor!"

"Will someone tell me what's going on?" demanded Donna.

Rose sniffed. "When he's dying, his… his body… it repairs itself. It changes. But you can't!" she said, desperately.

The Doctor struggled to his feet. "I'm sorry, it's too late. I'm regenerating."

"Dad!" Lilith cried.

Energy burst out from his skin through the sleeves and neck of his suit. Jack put his arms around the three girls and Lilith hung on tightly to the blonde as they hid their faces from the blinding light.


	28. The End Part 1

_The Doctor struggled to his feet. "I'm sorry, it's too late. I'm regenerating."_

" _Dad!" Lilith cried._

 _Energy burst out from his skin through the sleeves and neck of his suit. Jack put his arms around the three girls and Lilith hung on tightly to the blonde as they hid their faces from the blinding light._

With much difficulty, the Doctor turned around and directed the energy towards the hand in the jar that sat under the console, making it glow and bubble wildly. The energy faded away and the Doctor leaned on the console for support, gasping, but still looking the same. "Now then, where were we?"

Donna, Rose, and Jack stared at him in disbelief, but Lilith flung herself at him and wrapped her arms around his neck. "Rassilon, Dad. Never do that again."

The Doctor squeezed her back, then knelt in front of the hand in the jar, which was still bubbling and glowing. He blew on the jar; the glow faded and the bubbling stopped.

"You see? Used the regeneration energy to heal myself, but soon as I was done, I didn't need to change. I didn't want to, why would I? Look at me!" he said, adjusting his tie with a smug expression. "So, to stop the energy from going all the way, I siphoned off the rest into a handy bio-matching receptacle, namely my hand, my hand there. My handy spare hand!"

He stood up. "Remember Christmas Day? Sycorax? Lost my hand in a sword fight?" he asked Rose. "That's my hand. What do you think?"

Rose took a tentative step forward. "You're… you're still you?"

"I'm still me," he confirmed, gently.

And, after all their time apart, they finally hugged each other, the Doctor only pulling back to kiss Rose hard on the lips. The three others watched with smiles on their faces.

"You can hug me, if you want," Donna said to Jack. He laughed. "No, really. You can hug me!"

The Doctor and Rose parted. "I think there's someone else who wants to say hi," he said.

Rose turned to Lilith, who bit her lip and shifted awkwardly. "You're ginger," the former noted.

"His influence, I suppose." Lilith wiped away a tear. "God damn it, I shouldn't still be crying."

"Then why are you?" Rose asked, teasingly.

"Because I freaking missed you, Tyler." Lilith crushed her in a hug, clinging desperately to the other girl. "I missed you, Mom," she whispered.

Rose hugged her back just as tightly. "I missed you too."

Lilith stepped back and cleared her throat. "So, what's going on with the Daleks?"

"There's a massive Dalek ship at the center of the planets," Jack informed them. "They're calling it the Crucible. Guess that's our destination."

"Lilith said these planets were like an engine," said Donna. "But what for?"

The Doctor thought for a moment, then turned to Rose. "You've been in a parallel world, that world's running ahead of this universe. You've seen the future. What was it?"

"It's the darkness," she answered quietly.

"The stars were going out," Donna remembered.

"One by one. We looked up at the sky and they were just dying. Basically, we've been building this, er, this travel machine. This, er, Dimension Cannon. So I could, well, so I could…"

"What?" the Doctor questioned.

"So I could come back." He beamed at her. "Shut up. Anyway, suddenly, it started to work and the dimensions started to collapse. Not just in our world, not just in yours, but the whole of reality. Even the Void was dead. Something is destroying everything."

Lilith frowned. "In the parallel reality you said something about Donna?"

Rose nodded. "The Dimension Cannon could measure timelines, and it's…it's weird, Donna, but they all seem to converge on you."

"But why me? I mean, what have I ever done? I'm a temp. From Chiswick!" Donna protested.

Something beeped and the Doctor checked the monitor. "The Dalek Crucible. All aboard."

The TARDIS shook slightly and the lights all went out. It was a moment before voices filtered in from beyond the doors. " **The TARDIS is secured.** "

" **Doctor, you will step forth or die,** " commanded a slightly lower pitched Dalek voice. It reminded Lilith of the Emperor of the Daleks; she shivered.

"Well have to go out," the Doctor said. "'Cause if we don't, they'll get in."

"You told be nothing could get through those doors," Rose pointed out.

"You've got extrapolator shielding," Jack added.

The Doctor just shook his head. "Last time we fought the Daleks, they were scavengers and hybrid and mad. But this is a fully-fledged Dalek Empire, at the height of its power. Experts at fighting TARDISes, they can do anything. Right now, that wooden door… is just wood."

"What about your Dimension Jump?" Jack asked Rose.

"It needs another twenty minutes, and anyway, I'm not leaving."

"Your teleport?" Lilith suggested.

"Went down with the power loss," Jack admitted. "Your vortex manipulator?"

Lilith bit her lip. "To many people, and it's a bit unstable considering we're out of synch with the rest of the universe."

"Right, then, all of us together," the Doctor decided. He noticed Donna's absence from the conversation. "Donna? Donna?"

She snapped out of whatever reverie she was in. "Yeah."

"I'm sorry, there's nothing else we can do."

"I know."

" **Surrender, Doctor, and face your Dalek masters.** "

"Stupid pepper pots and their superiority complex," Lilith muttered. Rose and Jack chuckled nervously.

"It's been good, though, hasn't it? All of us, all of it, everything we did." The Doctor turned to Donna. "You were brilliant." He looked at Jack. "And you were brilliant." He gently cupped Rose's cheek. "You were fantastic." She smiled at him. "And Lilith—"

Lilith held up a hand. "Cut the sentimentality, Dad. I'm refuse to start crying again."

The Doctor stepped out of the TARDIS, followed by Rose, Lilith, and Jack.

" **Daleks reign supreme,** " declared the Supreme Dalek. " **All hail the Daleks!** "

" **Daleks reign supreme. All hail the Daleks!** " chanted the rest of them. " **Daleks reign supreme. All hail the Daleks!** "

The four watched the countless Daleks swarming in the air. Lilith noticed the Donna hadn't followed; she was still inside. "Donna, you're no safer in there."

Suddenly, before Donna could join them, the TARDIS doors slammed shut. "What?"

She banged on the door from the inside. "Doctor? What have you done?"

"It wasn't me, I didn't do anything!"

"Oi! Oi, I'm not staying behind!"

The Doctor spun back around to face the Supreme Dalek. "What did you do?" he demanded.

" **This is not of Dalek origin,** " the red Dalek claimed.

"Stop it! She's my friend, now open the door and let her out!"

" **This is Time Lord treachery. Nevertheless, the TARDIS is a weapon and it will be destroyed.** "

A trapdoor opened beneath the TARDIS and it fell. "What are you doing? Bring it back!" the Doctor shouted. "What've you done, where's it going?"

" **The Crucible had a heart of Z-Neutrino energy. The TARDIS will be deposited into the core,** " the Supreme Dalek answered.

Lilith could feel the TARDIS' panic in her mind. "You can't!" she protested. "You took the defenses down! She'll be torn apart! Donna's still in there!"

" **The female and the TARDIS will perish together. Observe!** " It activated a holographic screen that showed the TARDIS falling. " **The last children of Gallifrey are powerless.** "

The Doctor's panic was just as evident as the TARDIS', rolling off him in waves. "Please, I'm begging you, I'll do anything! Put me in her place, you can do anything to me! I don't care, just get her out of there!"

" **You are connected to the TARDIS. Now feel it die!** "

Lilith gripped the Doctor's left hand and Rose held the right. They watched the TARDIS on the screen, resisting the urge to look away.

" **Total TARDIS destruction in ten rels. Nine, eight, seven, six, five, four, three, two, one…** " The TARDIS disappeared. " **The TARDIS has been destroyed. Now tell me Doctor, Collector. What do you feel? Anger? Sorrow? Despair?** "

The TARDIS was gone, but Lilith hadn't felt the pain she knew would accompany the ship's death. She and the Doctor exchanged confused glances. "Yeah."

" **Then if emotions are so important, surely we have enhanced you.** "

"Yeah? Feel this!" Jack yelled, shooting the Supreme Dalek with his handgun, but causing no damage at all.

" **Exterminate!** " The Supreme Dalek's death ray hit Jack and he collapsed, dead. Rose knelt down next to him.

"Jack! Oh my god! Oh, no!"

Lilith gently pulled her away from Jack's body. "Rose, come on. Leave him."

"They killed him," she breathed.

"I know. I'm sorry." Lilith pulled Rose to her feet. "There's nothing we can do."

" **Take them to the Vault,** " the Supreme Dalek ordered one of the soldiers. " **They are the playthings of Davros now.** "

As they were led away, Lilith looked back at Jack, who winked at her. She took a deep breath and continued to follow the Dalek to the Vault.

* * *

"Activate holding cells." The Doctor, Lilith, and Rose stood several feet from each other, the holding cells were force fields surrounding them individually. Davros rolled towards the Doctor. "Excellent. Even when powerless, a Time Lord is best contained."

"Still scared of me, then?" The Doctor reached out and touched the edge of the holding cell. It rippled with blue light.

"It's time we talked, Doctor," Davros said. "After so very long."

"No, no, no, we're not doing the nostalgia tour. I want to know what's happening, right here, right now. 'Cause the Supreme Dalek said Vault, yeah?" The Doctor looked around. "As in dungeon? Cellar? Prison? You're not in charge of the Daleks, are you? They've got you locked away down here in the basement like, what, a servant? Slave? Court jester? No, no. I've got the word. You're the Dalek's pet!"

Davros moved to Rose. "So very full of fire, is he not? And to think you crossed entire universes, striding parallel to parallel to find him again." He turned to Lilith. "And you, risking time to defend him. Both his past and his present."

"Leave them alone," the Doctor warned.

If Davros had real eyes, he'd be glaring at the Time Lord. "They are mine to do as I please."

"Then why are we still alive?" Rose asked.

"You must be here. It was foretold. Even the Supreme Dalek would not dare to contradict the prophecies of Dalek Caan."

"So cold and dark, fire is coming, the endless flames…" the other Dalek said in its creepy sing-song voice.

Rose stared at it. "What is that thing?"

"You've met before," the Doctor said, darkly. "The last of the Cult of Skaro. But it flew into the Time War unprotected."

"Caan did more than that. He saw time, its infinite complexity and majesty, raging through his mind. And he saw you. All three of you."

"This I have foreseen, in the wild, and the wind. The Doctor will be here as witness at the end of everything. The Doctor and his precious Children of Time." Dalek Caan giggled. "The True One will leave and one of them will die!"

"Was it you, Caan? Did you kill Donna?" the Doctor demanded, angrily. "Why did the TARDIS doors close? Tell me!"

"Oh, that's it! The anger, the fire, the rage of a Time Lord who butchered millions," Davros taunted. "There he is! Why so shy? Show your child. Show your companion. Show them your true self. Dalek Caan has promised me that, too."

Caan chuckled. "I have seen. At the time of ending, the Doctor's soul will be revealed."

"Shut up," Lilith hissed at the Dalek.

"We will discover it together, Doctor. Our final journey," Davros said. "Because the ending approaches, the testing begins."

"Testing of what?" the Doctor questioned.

"The Reality Bomb." Davros flicked a switch and another holographic screen appeared, showing a group of humans. "Beheld the apotheosis of my genius!"

They could hear the Supreme Dalek counting down. " **Testing calibration of the Reality Bomb! Firing in ten rels, nine, eight, seven, six, five, four, three, two, one, zero. Activate planetary alignment field!** "

"That's Z-Neutrino energy flattened by the alignment of the twenty seven planets into a single string." The Doctor stared at Davros in horror. "No! Davros, you can't! You can't! No!"

Lilith swore quietly in Gallifreyan.

On the screen, the humans all dissolved into glowing dust. "Doctor?" Rose asked. "What happened?"

The Doctor couldn't answer, but Davros did. "Electrical energy, Miss Tyler. Every atom in existence is bound by an electrical field. The Reality Bomb cancels it out; structure falls apart. The test was focused on the prisoners alone. Full transmission will dissolve every form of matter."

Rose's eye widened in realization. "The stars are going out…"

"Across the entire universe. Never stopping, never faltering, never fading. People and planets and stars will become dust, and the dust will become atoms, and the atoms will become... nothing. And the wavelength will continue, breaking through the Rift at the heart of the Medusa Cascade into every dimension, every parallel, every single corner of creation! This is my ultimate victory, Doctor! The destruction of reality itself!"

" **Prepare for universal detonation! The fleet will gather at the Crucible! All Daleks will return to shelter from the cataclysm! We will become the only life forms in existence!** "


	29. The End Part 2

"The final prophecy is in place. The Doctor and his Children of Time all gathered as witnesses. Supreme Dalek, the time has come! Now, detonate the Reality Bomb!"

" **Activate planetary alignment field!** " the Supreme Dalek announced. " **Universal Reality Detonation in two hundred rels.** "

Lilith swore in Gallifreyan.

"You can't, Davros! Just listen to me!" the Doctor begged. "Just stop!"

Davros laughed with insane delight. "Nothing can stop the detonation! Nothing and no one!"

Suddenly, the Vault was filled with a wheezing noise and the Doctor, Lilith, and their companions watched in delighted surprise as the TARDIS materialized. "But that's…"

"Impossible!" Davros finished.

The doors flew open revealing an incredibly familiar figure surrounded by a bright light. The Tenth Doctor stood in the doorway holding a gun-like device.

Lilith stared at the duplicate of her father. "What the hell?"

"Brilliant!" Jack cheered.

The duplicate Doctor sprinted towards Davros. "Don't!" the Doctor warned.

Davros zapped the duplicate with a bold of electricity. He fell to the ground, stunned, but not badly hurt. "Activate holding cell." A holding cell appeared around the duplicate.

Donna ran out of the TARDIS and picked up the weapon. "Doctor! I've got it. But I don't know what to do!" Davros zapped her too. The power sent her flying back towards a control panel.

"Donna!"

"Destroy the weapon," Davros said. The device was exploded by a Dalek's ray. "I was wrong about your warriors, Doctor. They are pathetic!"

Rose looked from one Doctor to the other, shocked. "How come there's two of you?"

"Human biological metacrisis," the Doctor explained. "Never mind that, now we've no way of stopping the Reality Bomb!"

The Supreme Dalek started counting down again. " **Detonation in twenty rels. Nineteen…** "

Davros activated a hologram showing the planets glowing with Z-Neutrino energy. "Stand witness, Time Lords! Stand witness, humans! Your strategies have failed. Your weapons are useless. And, oh, the end of the universe had come."

" **Nine, eight, seven, six, five…** "

Lilith noticed something shift out of the corner of her eye. Donna was standing up.

" **Four, three, two one…** "

The countdown stopped and the hologram disappeared. An alarm sounded as Daleks, humans, and Gallifreyans all looked around in confusion.

Donna grinned confidently. "Oh, closing all Z-Neutrino relay loops using an internalized synchronous back-feed reversal loop?" She flicked a switch on the control panel. "That button there!"

" **System in shut down!** "

" **Detonation negative!** "

" **Explain! Explain! Explain!** " demanded the Supreme Dalek.

The Doctor stared at the ginger. "Donna, you can't even change a plug!"

She smirked. "Wanna bet, Time Boy?"

"You'll suffer for this!" Davros shouted. He lifted his hand to zap her, but Donna flicked another switch and the electricity turned back onto Davros instead. He yelped in pain.

"Bio-electric dampening field with a retrogressive arc inversion."

" **Exterminate! Exterminate! Exterminate!** " the Daleks chorused. The humans looked terrified, but Donna didn't seem bothered. She worked on a bit of the control panel and looked at the Daleks with a mocking smile. " **Weapons non-functional.** "

"What? Macrotransmission of a K-filter wavelength blocking Dalek weaponry in a self-replicating energy blindfold matrix."

The Doctor was stunned. "How did you work that out?"

"Time Lord!" the Metacrisis said. "Part Time Lord!"

"Part human!" Donna declared, delighted. "Oh yes! That was a two-way biological metacrisis. Half Doctor, half Donna!"

"The DoctorDonna!" Lilith realized. "Just like the Ood said, remember? They saw it coming! The Doctor Donna!"

Donna pushed some more controls. "Holding cells deactivated and seal the Vault. Well, don't just stand there, you skinny boys in suits! You too, Spacegirl! Get to work!" The two Doctors raced to the control panel.

"Stop them! Get them away from the controls!" Davros ordered.

"And spin." Donna flicked another switch and the Daleks started to spin around, helpless.

" **Help me! Help me!** "

"And the other way." The hostile aliens spun in the other direction.

"What did you do?" the Metacrisis marveled.

"Trip-stitch circuit-breaker in the psycho-kinetic threshold manipulator!" Donna beamed.

"But that's brilliant!"

The Doctor studied the controls. "But why did we never think of that?"

Donna laughed. "Because you two were just Time Lords, you dumbos! Lacking that little bit of human, that gut instinct that comes hand in hand with Planet Earth. I can think of ideas you two wouldn't dream of in a million years! Ah, the universe has been waiting for me! Now, let's send that trip-stitch all over the ship! Did I ever tell you?" She held up her hand, wiggling her fingers. "Best temp in Chiswick, one hundred words per minute!"

As Donna worked with the controls, the Daleks that surrounded the Supreme Daleks spun uncontrollably too.

" **System malfunction!** "

" **Motor casing interference!** "

" **What is happening? Explain!** " the Supreme Dalek boomed.

"Come on then, boys, we've got twenty seven planets to send home!" Donna declared. "Activate Magnetron!"

"Stop this at once!" Davros advanced menacingly, but Jack appeared in the TARDIS doorway with his gun and the one Rose was carrying earlier. He tossed Rose's to Mickey. "You will desist!"

Mickey pointed the massive gun at him. "Just stay were you are, mister."

Lilith shoved a spinning Dalek and it glided away, still helpless. She joined the Doctors and Donna at the controls.

"Off you go, Clom!"

"Back home, Adipose III!

" _Adios,_ Callufrax Minor and Jahoo!"

"Shallacatop, Pyrovillia, and the Lost Moon of Poosh, sorted. Ha!"

Rose stared at the four of them, still confused. "Is anyone going to tell us what's going on?"

"He," Donna gestured to the Time Lord, "poured all his regeneration energy into his space hand, I touched the hand, he," she gestured to the Metacrisis, "grew out of that but fed back into me. But it stayed dormant un my head until the synapses got that little extra spark, kicking them into life. That you, Davros! Part human, part Time Lord. And I got the best bit of the Doctor. I got his mind!"

The corner of Lilith's mouth quirked up in amusement. "There's three of him."

Rose blinked. "Three Doctors?"

Jack laughed. "I can't tell you what I'm thinking right now."

"Oh, shut it, Uncle Jack," Lilith quipped. "Donna is so unique that the timelines were converging on her. A human being with a Time Lord brain."

"But you promised me, Dalek Caan!" Davros cried. "Why did you now foresee this?"

Dalek Caan giggled.

Lilith raised an eyebrow. "I think he did. Something's been manipulating time for a while now, making sure Donna Noble was in the right place at the right time."

"This would always have happened," Caan said. "I only helped, Collector."

"You betrayed the Daleks!" Davros accused.

"I saw the Daleks, what we have done throughout time and space. I saw the truth of us, Creator, and I decreed no more!"

The Supreme Dalek appeared in the Vault. Jack cocked his gun. "Heads up!"

" **Davros! You have betrayed us!** "

"It was Dalek Caan!" Davros protested.

" **The Vault will be purged!** " the Supreme Dalek bellowed. " **You will all be exterminated!** " It shot at the control panel.

"Like I was saying. Feel this!" Jack used the huge gun against the Supreme Dalek and blasted it out easily.

The Doctor examined the control panel. "We've lost the Magnetron! And there's only one planet left."

"Typical," Lilith snorted.

"We can use the TARDIS." He dashed inside the ship.

The Metacrisis flicked s few switches on the remains of the control panel. "Holding Earth stability! Maintaining atmospheric shell."

"The prophecy must complete," Dalek Caan said. "I have seen the end of everything Dalek, and you must make it happen, Doctor!"

The Metacrisis hesitated for a moment. "He's right. 'Cause with or without a Reality Bomb, this Dalek Empire is big enough to slaughter the cosmos. They've got to be stopped."

"Just… just wait for the Doctor!" Donna begged.

"I am the Doctor! Maximizing Dalekanium power feeds! Blasting them back!"

"Dad, wait!" Lilith shouted.

But one by one, Daleks started exploding. The power of it shook the whole Crucible. The Doctor ran out of the TARDIS and stared at the carnage. "What have you done?"

"Fulfilled the prophecy," the Metacrisis said, firmly.

"Do you know what you've done? Now get in the TARDIS! Everyone! All of you, inside! Run! In! In!"

Lilith stood at the doors. "Dad! Rose! Donna! Sarah Jane! Martha! Jackie! Uncle Jack! Micks!" She waved them all in. Only the Doctor was left outside. "Dad, come on!"

Explosions shook the Vault, fire and destruction everywhere. The Doctor extended his hand to Davros. "Davros, come with me! I promise I can save you."

"Never forget, Doctor. You did this! I name you, forever. You are the Destroyer of Worlds!" Davros screamed as he disappeared behind flames.

"One will leave and one will still die," Dalek Caan warned the Doctor.

Lilith pulled him into the TARDIS and he ran to the console, pulling a lever. The TARDIS shook violently as they took off, the Crucible exploding behind them. The Doctor contacted Torchwood and Ianto and Gwen opened the Rift Manipulator, sending all the power to the TARDIS. K-9 provided the TARDIS base code.

Everyone stood around the console as the Doctor gave them instructions. "Now then, you lot... Sarah, hold that down. Mickey, you hold that. 'Cause, you know why this TARDIS always is always rattling about the place? Rose, that, there. It's designed to have six pilots. And I had to do it single-handed. Martha, keep that level. But not any more! Jack, there you go, steady that. Now we can fly this thing... No, Jackie, no, no, not you, don't touch anything, just... stand back…" He gently pushed Jackie away, then returned to his sentence. "Like it's meant to be flown! We've got the Torchwood Rift looped around the TARDIS by Mr. Smith and we're going to fly Planet Earth back home! Right then! Off we go!"

He pulled a lever and the TARDIS flew off, pulling the Earth along.

Lilith was standing back, watching her friends and her father fly the TARDIS. The Metacrisis joined her. "Not a sight you ever thought you'd see, huh?"

"Oh, I always knew it was coming. In here." She tapped her temple.

The Metacrisis chuckled, and then sighed. "We both know what he's going to do."

"I assume you're referring to him being a masochistic bastard and leaving Rose in Pete's World with you?"

He nodded. "Can you really blame him, though? He's right. I am dangerous."

"You're only as dangerous as he is," Lilith said fiercely, "He destroyed the Daleks too, once. The Daleks and the Time Lords. You did what had to be done. It's very human of you."

The Metacrisis flinched, jokingly. "Please don't say that." They stood in companionable silence for a few moments. "So, since we'll likely never see each other again, I don't suppose you could answer a few overdue questions?"

She looked up at him, curious. "Like what?"

"Well, I'd mostly like to know who your mother is."

Lilith's eyes inadvertently drifted to Rose. "She's someone you love. Does it make a difference whether you know or not?"

The Metacrisis followed her gaze and frowned. "But…how…?"

She shook her head. "How doesn't matter. You get your forever, Dad. You spend the rest of your life with her. You two are happy. What else matters, really?"

"Nothing, I suppose." He sighed.

As the Earth arrived back in its correct position, the passengers in the TARDIS laughed, cheered, clapped, and everyone hugged each other. Donna threw herself into Jack's arms much to most people's amusement. The TARDIS materialized and Lilith followed the Doctor and Sarah Jane outside.

"You know," Sarah Jane said, "you act like such a lonely man. But look at you. You've got the biggest family on Earth!" She hugged him, and then hugged Lilith.

"This isn't the last you'll see of us, Sarah Jane. I promise." Lilith smiled.

She laughed. "I have to go. He's only fourteen. It's a long story. And thank you!"

The Doctor waved to her, smiling. Sarah Jane waved back before turning around and rushing off. Jack and Martha came out of the TARDIS. Lilith hugged both of them.

The Doctor grabbed Jack's arm and soniced his vortex manipulator. "I told you, no teleport! And Martha, get rid of that Osterhagen thing, hey? Save the world one more time."

"Consider it done."

Jack saluted, and so did Martha. Lilith and the Doctor saluted back. The two humans walked away hand in hand. Mickey appeared from the ship.

"Oi, where are you going?" the Doctor asked.

Mickey shrugged. "Well I'm not stupid, I can work out what happens next. And, hey, I had a good time in that parallel world, but my gran passed away. Nice and peaceful. She spent her last years living in a mansion. There's nothing there for me now, certainly not Rose."

"What will you do?"

"Anything! Brank new life! Just you watch." The two men bumped fists.

Lilith hugged him. "See you around, Micks."

"See you, Lil, Boss." Mickey ran after Jack and Martha.

The Doctor opened the doors. But instead of going inside, Lilith started to walk away. He followed. "Where do you think you're going?"

She turned around to face him. "You're about to make the biggest mistake of your lives. Do you really think I'm going to stick around to watch?"

The Doctor clearly knew what she was talking about. "It's what's best for her, Lilith."

"Is it?" Lilith demanded. "What about what she wants? Did you think to ask her that?"

"I want her to be happy," the Doctor insisted. "This way, she can have me and grow old with me."

Lilith sighed. "I know. This is how it turns out, but I just can't watch you throw your happiness away. That and…" She trailed off.

"I remember you leaving now, don't I?" he asked quietly. She nodded. "And you're not coming back this time."

"You'll see me two more times," she told him. "But I won't be staying."

The Doctor nodded solemnly. "So this is goodbye, then."

Lilith's eyes started watering and she threw her arms around her father, who hugged her back just as tightly. "I love you, Daddy," she whispered.

"I love you too," he whispered back. He let go of her and went back into the TARDIS. Lilith watched with tears in her eyes as her home dematerialized.

 _The universe has to move forward. Pain and loss, they define us as much as happiness or love. Whether it's a world, or a relationship, everything has its time. And everything ends._


	30. Author's Note

**Author's Note**

The chapter title 'The End' was deliberately misleading, the series is far from over! Next up is two quick fix-its before I post the Classic Who rewrites. So I'll give you a quick update of what I have planned for the rest of the series. After Classic Who will be Lilith's two failed attempts at getting back to her linear TARDIS, the obligatory 50th anniversary rewrite, a glimpse at Lilith's past, a glimpse at her future, and lastly, the fate of everyone in the Lilith!verse. So you've got some stuff to look forward to.

Thanks for reading and I hope you enjoyed!

-Darkelvoriplorellion Tyler


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